EUROPEAN ASSOCIATION FOR BATTERY, HYBRID AND FUEL CELL
Article one – Form and Title
The “European Association for Battery, Hybrid and Fuel Cell Electric Vehicles”, AVERE for short, hereinafter referred to as the “Association”, has been formed in 1978 under the aegis of the European Union.
The Association is subject to Belgian law and administered in accordance with the law of 25 October 1919, as superseded by the law of 2 May 2002 on the non-profit associations, the international associations and the foundations.
The full names may be used together or separately abbreviated.
All acts produced by the association shall bear its name accompanied by the terms “international non-profit association”, or the abbreviations “AISBL” or “IVZW”.
Article two - Object
The Association is non-profit making.
Its objective is to promote the widespread use of electric vehicles in Europe and Africa.
Its field of activity comprises everything with regard to electric road vehicles and inland boats meaning battery, hybrid and fuel cell vehicles and of other related technology.
In particular, the association aims at:
-instigating technical and technological improvements to optimise existing products with the aim of meeting market requirements; -encouraging the introduction of advanced techniques likely to improve vehicle performance
significantly and result in the rational utilisation of energy sources; -initiating and, whatever possible, co-ordinating research and development projects; -organising symposia, discussions and conferences; -facilitating studies by means of study committees; -collaborating with other international bodies with which it has common interests; -finding the necessary financial resources; -undertaking all other activities relevant to the object of the Association; -providing information to political authorities and any other decision makers The Association, recognised by its members as representative body at the European level in the field of electric vehicles, acts in close co-operation with the Commission of the European Communities and with other international authorities.
Article three – Registered offices
The registered office of the Association is located in Brussels, located in the judicial administrative district of Brussels. This term includes all the communes in the Brussels area.
It is at present Bd. de la Plaine, 2 - 1050 Ixelles, Brussels
It may be transferred by decision of the General Assembly to any other commune in the Brussels area. The decision shall be carried on the basis of a Special Majority as defined in Article 6.6§4 and §5. This should be indicated in the Belgian Monitor.
Article four – Duration
The duration of the Association is unlimited. The Association may be dissolved at any time by decision of a General Assembly. The decision shall be carried on the basis of a Special Majority as defined in Article 6.6§4 and §5.
Article five – Membership
5.1. Categories of Membership
The Association is composed of the following types of members:
5.1.1. Effective members
Effective members are National Sections of the member states of the European Union.
There is only one effective member per country.
National Sections are associations covering a country and which include organisations, groups or individuals, in the public or private sectors, whose activities are related to electric road vehicles or inland boats, as well as higher education or research institutes and governmental bodies or any other interested parties.
5.1.2. Affiliate members
Affiliate members are National Sections as describes per Article 5.1.1§3 above and located outside the European Union but in the region covered by AVERE.
There is only one affiliate member per country.
5.1.3. Associate members
Associate Members are international bodies (groups, associations, etc.) concerned with the development of electric vehicles.
5.1.4. Partner members
In case there is no national section in a country covered by AVERE, or should this latter not be interested for membership, any organisations, groups or individuals, in the public or private sectors, whose activities are related to electric road vehicles or inland boats, as well as higher education or research institutes and governmental bodies or any other interested parties may become partner member.
5.1.5. Honorary members
The General Assembly may, at the proposal of the Board, decide that an individual is admitted as an Honorary Member because of his special interest in the object of the Association.
5.2. Members’ Rights and Obligations
Members of the Association enjoy the rights determined by the General Assembly and in particular:
-may participate in the different discussions and bodies related to the setting up of the EVS;
-may, when relevant, participate in studies or project that are set up by the Board,
Bureau or Secretariat
-receive the documents published by the Association on the most favourable terms;
-make use of the services of the Association Secretariat to obtain any information it can
-receive every assistance from the Secretariat in obtaining introductions to members of the Association in any country.
Members of the Association have to comply with the provisions of these statutes and with any other obligations proposed by the Board and approved by the General Assembly.
In Particular, members’ own statutes shall not conflict with those of the Association.
The admission of members of the Association is decided by the General Assembly upon recommendation of the Board.
5.4. Termination of membership
If during the first year following his admission a member gives his resignation, this only becomes effective after a 12 months notice. This notice is reduced to a minimum of three months during subsequent years, the resignation becoming effective at the end of the current financial year.
However, the member resigning shall fulfil any obligations that were contracted before his resignation notice .
Any member may be expelled by resolution of the General Assembly in accordance with the Special Majority as defined in Article 6.6§4 and §5 in the following cases:
-non compliance with the provision of the Statutes or with any other obligations decided
on by the General Assembly; -actions considered to be incompatible with the principal aims of the Association; -non-payment of sums due after a period of six months has elapsed .
The member expelled shall not be automatically relieved of the obligations incumbent on him.
Individual membership shall cease with the death or the legal incapacity of the individual concerned.
A member who leaves the Association, or which is expelled, for any reason as well as the trustees and beneficiaries of a deceased member have not entitlement to the Association’s funds and may not claim reimbursement of membership fees paid or of any other payment made.
5.5.1. Membership fees
Honorary members are exempted from the payment of any membership fee.
The other Members pay annual membership fees, the respective amounts of which is decided by the General Assembly in accordance with the procedure laid down as per APPENDIX
Each member shall pay his membership fee within three months following the request for payment.
Membership fees are due for each financial year started.
5.5.2. Activities or Studies undertaken by the Association
The Secretariat may participate in activities or studies that are undertaken to achieve special objectives in the framework of research, dissemination, circulation of information or coordination of activities that are related to electric vehicles.
Article six – General Assemblies
All representatives of the members, as well as their own members, have the right to attend the General Assemblies.
The Ordinary General Assembly meets every year, preferably by having the place and date coincide with the holding of an event of international character, such as congress, symposium, colloquy or any other meeting in relation with the object of the association as defined in art. 2 of the present statutes, or else automatically in Belgium on the last working day in October, all even years at 3 p.m. at the registered office.
Ordinary General Assemblies are convened by decision of the Board. At the request of at least one third of the Board members an Extraordinary General Assembly will be convened.
Notice of the Meeting is sent to all members at least two months before the date of the meeting.
6.3. Proxy voting
All members may be represented at General Assemblies by an appointee who is himself a member of the Association in the same category, provided that the Secretary receives written notice 48 hours before the meeting of the General Assembly.
Minutes are sent to the members by ordinary letter or e-mail.
6.5. Powers and Duties
The General Assembly is possessed of all powers necessary for achievement of the registered object and in particular:
-is presented by the Board with a progress report and a financial report on the preceding financial year;
-appoints, for a duration of 3 years, two auditors chosen from the Board members to the exception of members of the Bureau;
-adopts the accounts of the Association and gives discharge to the members of the Board;
-confirms the Board Members, or confirm them in their position, for the following financial year in accordance with Article 7.2;
-fixes members’ annual membership fee to finance the following operating budget of the Association in accordance with Article 5.5.1;
-defines, on a proposal by the Board, the policy and the major objectives of the
Association for the following financial year;
-Approves a budget presented by the Board;
-decides, where necessary, on the method of financing the corresponding activities.
6.6. Quorum and Majority
The General Assemblies may only take decisions provided that two thirds of the Effective, Affiliate and Associated Members are present or represented.
No quorum is required for Extraordinary General Assembly following one where the quorum could not be reached
Decisions are normally taken by a simple majority of vote of delegates present or represented with, for each member, a maximum number of vote equal to twice the number of delegate that may be appointed at the Board as per Article 7.2§4 to §8 below.
For important matters decision will be passed only with a 70% special majority vote of delegates present or represented with, for each member, a maximum number of vote equal to twice the number of delegates that may be appointed at the Board as per Article 7.2§4 to §8 below.
Such special majority procedure will be applied when indicated in the statutes, or when required by at least 40% of the Board members.
Vote holders at the General Assemblies are the delegates of the Members in the Board unless otherwise indicated, at least 15 days prior the meeting, by the legal representative of the member, to the Secretary General
Article seven – Board
7.1. Powers and Duties
The Board is the executive body invested by the General Assembly with all the powers of administration and management of the Association. It may delegate the daily management to one or more persons from within it or from outside of the Board. It is empowered to take all decisions within the scope of the policy and the major objectives defined by the General Assembly.
The composition of the Board, of which at least one delegate has to be of Belgian Nationality, is as follows:
-the representatives of the Effective Members; -the representatives of the Affiliated members; -the representatives of the Associate Members; -the representatives of the Partner Members; -the immediate past President.
The delegates are confirmed by the General Assembly for a term of 3 years on the proposal of the respective members.
Any delegate not fulfilling its obligation may be dismissed by decision of the General Assembly carried on the basis of a Special Majority as defined in Article 6.6§4 and §5. The member that this delegate represented shall propose a substitute to terminate the mandate.
Effective members are represented by a number of delegates
-not exceeding 3 for Germany; -not exceeding 3 for France; -not exceeding 3 for Italy; -not exceeding 3 for Spain;-not exceeding 3 for United Kingdom; -not exceeding 3 for Poland; -not exceeding 2 for Belgium; -not exceeding 2 for Holland; -not exceeding 2 for Portugal; -not exceeding 2 for Austria; -not exceeding 2 for Sweden; -not exceeding 2 for Greece; -not exceeding 2 for the Czech Republic;-not exceeding 2 for Hungary; -not exceeding 1 for Denmark; -not exceeding 1 for Finland; -not exceeding 1 for Ireland; -not exceeding 1 for Luxembourg; -not exceeding 1 for Cyprus;
-not exceeding 1 for Estonia; -not exceeding 1 for Latvia; -not exceeding 1 for Lithuania; -not exceeding 1 for Malta; -not exceeding 1 for Slovenia; -not exceeding 1 for Slovakia.
Each Affiliate member is represented by one delegate.
Each Associate member is represented by one delegate.
Each group of partner members established in one same country is represented by one delegate.
Groups of partner members established in the European Union have the right to propose one additional delegate to represent it at the Board each time the number of their respective members reaches a multiple of five. However, the number of delegate representing these groups shall not exceed the related figure a per item 7.2§4 above
7.3. Quorum and Majority
The Board may legitimately confer when at least half of the delegates are present or represented.
A delegate who is absent or prevented from attending may, by letter, telefax or e-mail, empower one of his colleagues to represent him at a Board meeting and to vote in his stead. However, nobody may represent more than two of his colleagues in this way.
Decisions are taken by a simple majority of the votes of the members present or represented. In the event of the votes being equal, the President of the meeting has the casting vote.
In case of death, incapacity, repetitive absence or resignation of a delegate, the member that is represented by this person may propose a replacement to the Board to terminate the mandate.
Each time a new Board is appointed, the delegates elect a President and three Vice-Presidents.
The President and three Vice-Presidents must be delegates from different National Sections.
The President must be delegate from an Effective Member. The Vice-Presidents must be delegates from either Effective or Affiliated Members.
The election of the President is deemed to have been carried by a simple majority vote of the members of the Board present or represented.
The outgoing President presides over such a meeting.
The term of office of the President is for three years and is renewable once. The terms of office of the Vice-Presidents is for three years and may be renewed.
The President takes the chair at meetings of the Board and takes the required steps to ensure implementation of the decisions.
In the event of death, incapacity, absence or resignation of the President, the Vice-Presidents decides which of them will assume the President’s duties until he returns, or in the other cases, until a new President has been elected. In case no agreement could be reached, the elder of the Vice-Presidents shall assume the interim.
7.5. Meetings of the Board The Board has to meet not less than once a year. In addition, it may meet whenever convened to do so by the President, or at the request of
at least 4 delegates representing different members.. The convening notices must be sent at least three weeks prior to the meeting. Whenever deemed appropriate, subject to the Board approval, an outside person may be
invited to participate in specific discussion as an expert. Such a person attends only the
relevant part of the meetings and as an observer. The President of each National Section may be exceptionally assisted by a technical advisor at the Board meetings, provided the President is informed in due time.
In case of an emergency, the President may request a vote by correspondence.The minutes of the meetings are sent by a simple letter or e-mail addressed to all the members of the Board.
Article eight - Administration
The Board includes officers, gathered in a Bureau, and entrusted to take all decisions of an executive nature which may be necessary between two meetings of the Board and to draw up recommendations in respect of other matters that require a resolution.
The Bureau is as follows:
The Bureau meets at the request of the President as often as necessary or at the request of two of its members
8.2. Treasurer The Board elects a treasurer, preferably from among its Effective or Affiliated members. His term of office is of three years and is renewable.
The Board appoints a Secretary-General and whose duties are:
-to assist the President and the Bureau; -to organise the preparation and distribution of documents; -to organise and service the meetings of the Board and the General Assemblies; -to serve as platform to defend and promote the associations’ views; -to implement the Board and General Assembly decisions; -to participate in studies and actions that may have been deemed necessary by the
Board and General Assembly.
8.4. Study Committees
For the purpose of carrying out studies, tasks or to implement specific decisions, ad hoc Committees may be set up on the initiative of the Board.
The Board appoints the President of each Committees and the members thereof upon recommendation from the members.
The Committees meet at the request of their respective President as often as necessary to carry out their assignment.
The President of each Committee reports to the Board which may, at any time, decide to terminate the activities of each Committee.
8.5. Signature of legal documents
The Association is committed towards third parties, only upon the signature of the President, or a Vice-President and another member of Board.
8.6. Representation in law
Legal actions, whether as plaintiff or defendant, is followed, pursued and executed by the Board represented by its President or an administrative officer nominated for this purpose by the former.
Article nine – Amending the Statutes
The General Assembly may amend the provisions of the present Statutes.
Decisions are taken on the basis of the procedure as defined under 6.6§4 and 5 above.
Amendments to the Statutes take only effect after approval after fulfilment of the conditions regarding publicity laid down in title III of the law of 2 mei 2002.
Article ten – Dissolution
In the event of dissolution, the General Assembly conferring as for amendment of the Statutes shall appoint one or more liquidators to liquidate the property of the Association. The net assets shall be bestowed upon other associations or groups with an object similar to that of the Association. None of the beneficiaries may be previous member of the Association
Article eleven – Languages
The languages for all meetings and for all publications of the Association is English, at least. The Board may decide that other language should be used for specific purposes.
In case of doubt regarding the interpretation of these Statutes, the French version prevails.
REGULATIONS CONCERNING DUES
The annual contribution dues are equal to the number of points allotted to each member, multiplied by the value of such point.
The value of the point is fixed by the General Assembly upon motion by the Board, in accordance with the Association’s requirements.
Splitting up of points allotted to the various types of members
Germany, France, Italy, United-Kingdom 200 Spain, Poland 160 Belgium, Greece, Netherlands, Portugal, Czech Republic, Hungary, 100 Austria, Sweden 80 Denmark, Ireland, Finland; Lithuania, Slovakia 60 Luxembourg, Cyprus, Estonia, Latvia , Malta , Slovenia 40
Affiliated Members 40
Associate Members 10
-1 to 50 employees 10
-51 to 500 employees 15
-exceeding 500 employees 20
-Governmental organisations 10 -Research organisations 10 -Trade associations 20
Honorary members are exempted from the payment of any membership feemembership fee.