Statutes

TRANSLATED ARTICLES OF ASSOCIATION

Offial status in French language can be found here.

All legal information can be found here.

 

I. NAME, REGISTERED OFFICE, OBJECTS AND MEMBERSHIP
 

Article 1 - LEGAL NAME
 

The association´s official name is "EUROPEAN ASSOCIATION FOR SURFACE TREATMENT ON ALUMINIUM" (hereinafter abbreviated as "ESTAL"). 
All deeds, invoices, announcements, publications and other documents issued by the association shall mention the association’s name, immediately followed or preceded by the words “association sans but lucratif” or by the abbreviation “asbl/vzw”, and the address of the registered office of the association.
In the context of the present statutes, Europe/European countries is/are to be understood as follows: Albania, Andorra, Austria, Belgium, Bosnia and Herzegovina, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxemburg, Macedonia, Malta, Moldavia, Monaco, Montenegro, Netherlands, Norway, Poland, Portugal, Romania, San Marino, Serbia, Slovakia, Slovenia, Spain, Sweden, Switzerland, Turkey, Ukraine, United Kingdom, or their successors.
 

Article 2 - LEGAL FORM
 

ESTAL has the legal form of a non-profit association ("asbl"/”vzw”) subject to the provisions of book 9 of the Belgian Code of Companies and Associations, as amended from time to time.
 

Article 3 - REGISTERED OFFICE
 

The registered office of ESTAL is located in the judicial district of Brussels (in the Brussels Region) and can be relocated to any other place by decision of the Board (which decision shall be published in the appendices to the Belgian Gazette), insofar the relocation does not require a translation of the articles of association in another language. In case the transfer of the registered office requires a translation of the articles of association in line with the applicable language legislation, then the decision must be taken by the General Assembly and published in the appendices to the Belgian Gazette together with the translation of the articles of association.
The Board may establish branch offices in Belgium and abroad.
 

Article 4 - DURATION
 

The association is incorporated for an unlimited duration.
 

Article 5 - OBJECT AND ACTIVITIES
 

ESTAL acts as umbrella association of its members, aims to defend, promote and serve the interests of its members at European level, to actively contribute towards finding solutions to technical, economic and ecological issues associated with the production and utilisation of surface treated aluminium and to encourage the sharing of knowledge and the development of new technologies among its members. ESTAL aims to build contacts with national, European and international associations in all fields of treatments and applications of aluminium with the aim of establishing membership and creating a platform on a European level, implying a dialogue between the industry, its suppliers and its users, on a national, European and international level. ESTAL will focus on matters like environment, education, standardisation, benchmarking, advocacy, technology, and the sharing of knowledge to become the reference and acknowledged authority and centre of excellence on a pan-European level on all issues concerning surface treatment of Aluminium.
The association may undertake all actions which directly or indirectly relate to, or contribute to, its goals. The association may participate in any activity which is in line with its object and goals. The association may develop commercial activities within the boundaries of the law and whereby the revenues that would be generated will be used for the realisation and support of its object and goals.
The association may, together with other persons or entities, incorporate or participate in any legal entity and the association can perform mandates in other entities.
 

Article 6 - MEMBERSHIP
 

6.1 CATEGORIES OF MEMBERSHIP
 

(i) Full Members 
The following legal entities can be admitted as a Full Member :
- all national associations located in the European countries mentioned hereunder and representing the industry of aluminium surface treatment in their respective countries (anodizers' associations, coaters' associations or a combination of the two); and
on the condition that they support the objects of the association.
By default, only one full member per country would be allowed, additional ones can be sustaining members. Exception to this rule to be decided by General Assembly.
 

(ii) Associate Members 
The following legal entities can be admitted as an Associate Member:
Aluminium Surface treatment companies located in European countries without national associations and which support the objects of the association. 
 

(iii) Supporting Members
The following legal entities can be admitted as a Supporting Member :
(a) Suppliers of surface treatment companies on the conditions that they support the objects of the association and that these companies are and remain member of the full member national aluminium association in all European countries where they have commercial activities.
(b) Associations located in Europe owning one or more quality label(s) for surface treatment on aluminium, and not being eligible for membership under category ‘(i) Full Members’.
 

For the purpose of this Article 6.1 Europe/European countries is/are to be understood as mentioned under Article 1 in page 1.
Any reference to “member” or “members” in the underlying articles shall be read as a reference to a member c.q. members irrespective to which category such member or members belong unless explicitly indicated otherwise.
 

6.2 ADMISSION OF MEMBERS
 

Any application for membership shall be addressed to the Secretariat and shall be submitted for approval by the Board of Directors. If approved by the Board of Directors, it shall be submitted to the General Assembly for final approval, to be decided by two thirds majority of the votes cast.
 

6.3 RESIGNATION, SUSPENSION AND EXCLUSION OF MEMBERS
 

Each member has the right to resign from the association at the end of any calendar year by giving notice in writing by registered mail or letter to the Secretary General not later than six months before the end of such year. If the resignation is notified after June 30th of the calendar year, the membership fee shall remain due for the following calendar year. The resigning member has the option to continue to exercise its membership rights until the end of such calendar year. 
Members  who fail to pay their membership fee, or who are in breach with the law, the present articles of association, any decision of the bodies of the association or with any policies that would be adopted by the Association or in any way discredit the association in any way or act in violation with the objects of the association, can be excluded from the association by decision of the General Assembly deciding in accordance with the quorum and majority requirements prescribed by article 9:23 of the Code of Companies and Associations. The proposed exclusion must be mentioned in the convocation notice.
Pending the voting on its exclusion by the General Assembly, the membership of the concerned member may be suspended by decision of the Board. A member which committed a breach shall be informed thereof by the Board and will be allowed the opportunity to provide its written explanations to the Board within a period of fifteen calendar days as from being informed of the breach. After reading of such written explanations, if any, the Board will decide whether or not to request the General Assembly to decide on the exclusion of the member concerned or on any other disciplinary sanctions. The member concerned has the right to defend itself at the General Assembly that will decide on its proposed expulsion. The member concerned does not have the right to participate in the voting on its exclusion.
Where the breach is in respect of a member's representative, that person shall lose the right to represent the member and the member concerned shall provide for his/her timely replacement, in absence of which the member itself will be suspended and can be excluded, under the conditions provided above.
Members who resign, are excluded or suspended shall have no right to any of the assets or property of the association. They cannot claim or require any statement or accounting, affixing of seals, inventory or refund or reduction of membership fees or contributions.
 

6.4 MEMBERSHIP RIGHTS AND OBLIGATIONS
 

All members have the right to attend the General Assembly and to exercise all rights provided for by the current articles of association or by law.

(i) Full Members have the right to:
- Be represented at the General Assembly by one delegate if they represent one industry only (e.g. anodizing) or by two delegates if they represent both anodizing and coating; 
- The number of voting rights of the Full Members depends on the number of its anodising and/or coating full member companies:
Every full member has 1 vote plus
• 1 to 10 members: 1 vote;
• 11 to 20 members: 2 votes;
• 21 to 30 members: 3 votes;
• 31 to 40 members: 4 votes;
• 41 to 50 members: 5 votes;
• 51 to 60 members: 6 votes;
• 61 to 70 members: 7 votes;
• 71 to 80 members: 8 votes;
• From 81 members: 9 votes;
- The total number of votes per Full member of ESTAL cannot exceed 10.

(ii) Associate Members have the right to:
- Be represented at the General Assembly by one delegate only per member.
- Exercise one vote, being provided that if there is more than one Associate Member based in one country then they shall jointly (as a group) have one vote. By default, if there is more than one Associate Member based in one country then the Associate Member who joined the association first shall exercise the vote unless agreed otherwise among the concerned Associate Members.

(iv) Sustaining Members have the right to:
- Be represented at the General Assembly by one delegate for each Sustaining Member without voting right.

(v) Obligations of all members 
Each member shall:
- Actively participate in the association’s meetings, events and working groups
- Support and promote the objects of the Association;
- Respect the decisions of the bodies of the Association.
 

6.5 MEMBERSHIP FEES
 

The General Assembly will decide whether a membership fee will be charged to the members and will decide on the amount thereof. The annual membership fee shall not exceed 50.000,00 EUR.
 

6.6 REGISTER OF MEMBERS
 

The Board shall keep a register of members at the registered office of the association in line with article 9:3 of the Code of Companies and Associations, mentioning the name, first name and address of all members, or in case of legal entities, the name, legal form and address of the registered office. 
The Board shall inscribe all decisions relating to the admission, resignation and exclusion of members in the register. The register can be kept in electronic form.
 

II. GOVERNING BODIES OF THE ASSOCIATION
 

Article 7 – Governing bodies
 

The governing bodies of the association are:
- The General Assembly (the “GA”);
- The Board of Directors (the “Board”);
- The Secretary General who may but not need to be a director charged by the Board with the powers of daily management. 
 

Article 8 -  THE GENERAL ASSEMBLY (“GA”)
 

8.1 POWERS
 

The General Assembly has all powers explicitly conferred to it by law or the underlying Articles of Association. The powers of the General Assembly include the right:
- To modify the Articles of Association;
- To appoint and dismiss the President and Vice-President and the other directors;
- To approve the annual accounts and the working budget;
- To decide on the admission and expulsion of a member;
- To appoint and dismiss a statutory auditor and fix his/her remuneration;
- To grant discharge to the directors and the statutory auditor if appointed;
- To decide on the membership fee to be charged to the members, as well as on any exceptional contributions to be charged to the members;
- To approve membership to another association or organization;
- To convert the association into a company with a social objective;
- To decide on the dissolution of the association (including the appointment of the liquidator(s), the determination of their powers and deciding on the allocation of the net assets), the approval of a contribution in kind, approving the conversion of the legal form in a different legal form and any reorganization such as a merger or de-merger.
- Any other matter explicitly conferred to the General Assembly by law or by the articles of association.
 

8.2 COMPOSITION 
 

The GA shall comprise all members in line with the provisions of article 6.4. 
The statutory auditor, as well as advisors or experts may be invited by the Board to attend the GA without voting right. The statutory auditor will be invited to attend the GA in case the agenda includes the discussion of any audit or other specific report that he/she has issued.
 

8.3 MEETINGS
 

(i) General Assembly
The GA meets at least once a year within 6 months after closing of the financial year, with the purpose, in particular, to vote on the approval of the annual accounts and activity report of the previous financial year, of the budget and activity plan for the following financial year and the discharge to the members of the Board and the statutory auditor (if appointed).
Meetings of the GA can be held in person, via video- or teleconference, via web-based conference tools or using any other type of electronic means (ICT, Information and communication Technology) as decided by the Board. All decisions of the GA can also be adopted by unanimous written resolution signed by all Full Members, except for decisions relating to the modification of the articles of association. 
(ii) Extraordinary Meetings of the GA
At any time, the Board may convene a special or extraordinary meeting of the General Assembly, upon its own initiative or at the request of at least 1/5th of the members. 
Special and extraordinary meetings of the GA can be held in person, via video- or teleconference, via web-based conference tools or using any other type of electronic means – ICT as decided by the Board. All decisions of the GA can also be adopted by unanimous written resolution signed by all members having a voting right, except for decisions relating to the modification of the articles of association.
(iii) Convening notice
Each meeting shall be held on the date, time and place mentioned in the invitation sent by the President or, in the case of his/her absence or incapacity, by the Vice-President or by one of the directors at least fifteen (15) days before the meeting. The convening notice shall include the agenda.
(iv) President
The GA is chaired by the President or, in his/her absence or incapacity, by the Vice-President or one of the directors.
(v) Attendance
Each member shall inform in writing the Secretariat of the name and function of its delegates (in line with such member’s rights under Article 6.4) within at least three (3) working days before the GA.
(vi) Voting powers
The members shall have the voting rights as determined under article 6.4.
Only votes cast in favor and votes against shall be counted for. Abstentions and invalid votes shall not be taken into consideration.
Voting shall take place by the show of hands, via written forms or via electronic means (such as voting pads, web-based tools, etc.) as decided by the Board. The vote is held by secret ballot if requested by the majority of the members.
(vii) Agenda
The agenda of the annual meeting of the GA shall include at least the approval of the annual accounts for the previous financial year, the approval of the budget for the following financial year, as well as the discharge from liability of the members of the Board and of the statutory auditor (if appointed). It shall also include the items from members who have requested in writing to the President not less than five (5) days before the date of the meeting that such items are to be added to the agenda.
(viii) Quorums - Majorities
Safe for any specific quorum requirements imposed by law or the underlying Articles of Association, the General Assembly deliberates validly whatever the number of members present or represented. The decisions of the GA are validly adopted if they are approved by absolute majority of the votes cast (half of the votes plus one), without prejudice to specific majority requirements imposed by law or the underlying Articles of Association.
The members of the GA may grant proxy by means of a written proxy form, to any other GA member, provided that no GA member may represent more than one of his colleagues.
(ix) Minutes
The deliberations of the GA will be recorded in minutes which will be sent to all members at the latest within one month after the date of the meeting. The minutes shall be signed by the President or by two directors. 
(x) Amendment of the articles of association
The GA will only be able to validly decide on any amendments to the articles of association if such amendments are explicitly indicated in the convening notice and if at least two thirds of the members are present or represented at the meeting. To be adopted, such amendments shall require a two-thirds majority of the votes cast by the members present or represented at the meeting. In case the amendments relate to the object or goals of the association a majority of 4/5th of the votes cast is required.
If less than two-thirds of the members are present or represented at the first meeting, a second meeting can be convened which, regardless of the number of members present or represented, shall be able to validly decide on the amendments of the articles of association with a majority of two-thirds of the votes cast by the members present or represented at the meeting. The second meeting cannot be held less than fifteen days after the first meeting. 
The amendments to the articles of association become effective as soon as they are approved by the GA unless the GA decides otherwise.
 

Article 9 - THE BOARD OF DIRECTORS (“BOARD”)
 

9.1 POWERS
 

The Board acts collectively and is vested with all powers to pursue the objectives of the association and to perform all deeds of management, representation and executive action relating to the association. The Board is vested with all powers not exclusively reserved to the GA herein or by law.
The Board may delegate the daily management to one or more persons who may but not need to be directors.
 

9.2. COMPOSITION
 

The members of the Board (“directors”) are elected by the GA among the candidates presented by the members who have the right to be represented in the Board, as follows:
- Each Full Member who represents one industry only shall have the right to present the candidates among which the GA shall appoint one director;
- Each Full Member who represents two or more industries shall have the right to present the candidates among which the GA shall appoint two directors;
- Associate Members belonging to the same country shall have the right to jointly present the candidates among which the GA shall appoint one director; In case there is only one Associate Member for a certain country then such Associate Member shall have the right to present the candidates among which the GA shall appoint one director;
Each member in the above-mentioned categories may, at least two weeks in advance of the relevant meeting of the GA which is to decide on the election of the Board members, indicate in writing to the President which candidates it wishes to propose to the GA for election as Board member. The Board may determine internal rules regarding the process of presenting candidates and the election procedure for electing the Board members. 
Each Sustaining Member shall have the right to appoint one observer who may attend the meetings of the Board without voting right.  
The directors are either physical persons or legal entities. In the latter case the legal entity must appoint a physical person who acts as permanent representative for the performance of the mandate. The directors exercise their mandate solely in the interest of the association. 
The term of office of the Board members is three years unless otherwise decided by the GA. 
The elections of the Board members are held every three years or in the meantime, if required to fill a vacant position during the term of office (e.g. as a result of resignation or dismissal). In the latter case, the elected Board member will serve out the term of office of the Board member who he/she is replacing.
Members of the Board are not remunerated unless otherwise decided by the GA.
 

9.3 BOARD MEETINGS
 

The Board shall meet at least two times a year or whenever convened by the President or Secretary General who may convene a meeting of his/her own accord, or shall do so on a written request signed by at least two directors. The Board convocations shall be sent to the directors by an ordinary letter or by e-mail at least fifteen (15) days prior to the date of the Board meeting and shall contain the agenda. The Board validly deliberates if more than half of the directors are present or represented.
Meetings of the Board may be held in person, by telephone, videoconference or any other technical means allowing an actual deliberation (including via the use of web-based meeting tools). 
The Board can only validly deliberate on the items placed on the agenda. By way of exception an item not placed on the agenda may be voted subject to the approval of the President. Resolutions regarding items which were not placed on the agenda shall only have effect if the majority of the members of the Board do not object these resolutions within five calendar days by means of any written notification to the President.
Each Board member present at a meeting of the Board, with the exception of those attending the Board meeting with a mere advisory vote, shall be entitled to exercise one vote. The resolutions of the Board shall be decided with a majority vote. The President shall exercise the further or casting vote if the votes are tied. Neither invalid votes nor abstentions will be taken into consideration for the calculation of votes.
The members of the Board may grant proxy by means of a written proxy form, to any other Board member, provided that no Board member may represent more than one of his colleagues.
The decisions are laid down in the minutes which are kept in a register held at the registered office and which are signed by the President. Any board member may take knowledge of said register at the registered office of the Association.
Any director who has, in respect of an item of the agenda, an interest conflicting with the interest of the Association may not participate in the deliberations and voting regarding that item and the procedure laid down in article 9:8 of the Code of Companies and Associations must be complied with. In case a director disputes that he or she has a conflicting interest, the Board will, prior to the deliberations regarding that item, decide by a simple majority vote whether a conflicting interest exists in respect of that director.
 

Article 10 – PRESIDENT – VICE-PRESIDENT
 

The GA will appoint the President and Vice-President of the association from among the Board members. The President will have the power to represent the association towards third parties in all matters. The President will have the duties and powers described in these articles of association.
In case the President is unable to perform his duties or if he/she has resigned, the Vice-President will replace him/her until a new President has been elected by the GA.
 

Article 11 - DELEGATION OF POWERS AND DAILY MANAGEMENT
 

The Board may delegate specific powers to one or more persons who may but do not need to be directors of the association. 
The Board shall appoint a Secretary General, remunerated or not, charged with the daily management of the association. The Secretary General will be responsible for the organization, operations and supervision of the Secretariat of the association. He/She shall sign the ordinary correspondence, the deeds of daily management, and any other acts of daily management. The Secretary General can, within the limits of the daily management, grant special proxies to members and non-members of the Board.
The Board may at all times decide to terminate the mandate of the Secretary General ad nutum.
Furthermore the Board shall appoint a Treasurer (CFO) who shall have responsibility for the association's funds and shall ensure that full and accurate accounts of receipts and disbursements are kept. He or she shall further ensure that all monies and other valuable effects are deposited in the name and to the credit of the association in such bank accounts as may be designated by the Board. 
The Treasurer shall present accounts of all the association's financial transactions and of the financial condition of the association to the Board of Directors during its meeting dealing with the adoption of the annual accounts prior to the General Assembly. The Treasurer may delegate certain aspects of the day-to-day financial administration of the Association to third parties or to employees or officers of the association.
Finally, the Board shall appoint the members of the Secretariat of the association who shall be responsible for the administrative matters of the association.  The Secretary General shall supervise the Secretariat and may delegate specific powers within the daily management to members of the Secretariat. 
 

Article 12 – REPRESENTATION 
 

Any deed, piece, contract or other legal act or document issued by the association or to which the association is a party, shall be signed by the President, or by two members of the Board acting jointly, who do not have to provide any justification towards third parties of a prior decision of the Board. The Secretary General shall have the power to sign alone all acts related to the daily management of the association. In addition, special proxy holders may represent the association within the limits of their special proxy.
 

Article 13 - ACCOUNTS
 

The financial year of the association runs from January 1st to December 31st of each year.
The bank account shall be administered by the Treasurer and Secretary General, who each may act individually. 
If the association meets the legal criteria for the appointment of a statutory auditor, then it shall entrust the control of its accounts to a statutory auditor, chosen from among the members of the Institute of Certified Auditors in Belgium. The statutory auditor is appointed by the GA for a renewable period of three (3) years. His/her remuneration is decided by the GA.
The statutory auditor shall audit the annual accounts and financial statements and shall present a report to the GA in accordance with applicable Belgium law. 
If the association does not meet the legal criteria for the appointment of a statutory auditor, then it shall have the option to either:
(i) refrain from appointing a statutory auditor;
(ii) entrust the control of its accounts to a statutory auditor, chosen from among the members of the Institute of Certified Auditors in Belgium on a voluntary basis. The statutory auditor is appointed by the GA for a renewable period of three (3) years. His/her remuneration is decided by the GA. The statutory auditor shall audit the annual accounts and financial statements and shall present a report to the GA in accordance with applicable Belgian law; or
(iii) organize a voluntary audit by an external auditor appointed by the Board for a period and against terms to be decided by the Board. Such audit shall not qualify as a statutory audit in the meaning of article 3:47, § 6 of the Code on Companies and Associations and the related audit report shall not be published. The audit report resulting from such voluntary audit can be presented to the GA according to the terms agreed between the Board and the external auditor so appointed and with the explicit comment that it does not concern a statutory audit.
 

Article 14- LIABILITY AND INSURANCE
 

No member of the association can be held liable for the commitments undertaken by the association. 
The directors and officers (including the President, Vice-President, Secretary General and Treasurer) do not undertake any personal obligation as a result of their mandate, and shall only be liable vis-à-vis the association for the execution of their mandate.
On the proposal of the President and Secretary General, the Board may authorize to take out an insurance covering the liability incurred by the officers of the association during the exercise of their mandate. 
 

Article 15 - DISSOLUTION
 

The association may be dissolved by decision of the GA approved by at least three quarters of the votes cast by the members present or represented at the meeting.
In the event of dissolution, the net assets of the association will be allocated to a non-profit association with similar objectives as the association.
 

Article 16 - OFFICIAL LANGUAGES
 

The working language of the association is English, to be used in all official communications. 
The official language of the association shall be an official language under Belgian law, depending on the region in which the association has its registered office.
 

Article 17 - INTERNAL REGULATIONS
 

The Board may draw up internal regulations and general terms and conditions of the association which, in order to have legal effect, may not contradict with the underlying articles of association. They shall be binding for all members of the association. In accordance with article 2:59 of the Code of Companies and Associations internal regulations may not contain any provisions which (i) are contrary with the provisions of applicable law or with the underlying articles of association or (ii) concern a matter which must be regulated by the articles of association pursuant to the law. The internal regulations and any modification thereof must be notified to the members by email, insofar the members have communicated an email address to the association, or by letter.
The articles of association must include a reference to the most recent version of the internal regulations. The Board is authorized to modify and publish such reference in the articles of association. 
 

Article 18 - APPLICABLE LAW
 

For any question or matter not specifically provided herein, or in the Internal Regulations, the members envisage to submit to the laws and customs applied in Belgium, in particular book 9 of the Code of Companies and Associations.