Articles of Association
The EAMTM is an International Association under Belgian law. Its articles of association are based on the law on international associations of 25th October 1919, modified by the law of 6th december 1954.
Title 1.- The name
Art. 1.- The name of the association is “European Association of Machine Tool Merchants”. The abbreviation that must be used is “EAMTM”. The English name takes priority over the following translations. In French, the association will be called “Association Européenne des Marchands de Machines-Outils”. In German, this is “Europäischer Verein der Werkzeugmaschinenhändler”. In Italian, “Associazione Europea di Commercianti di Macchine Utensili”. In Spanish, “Asociacion Europea de Comerciantes de Maquinas Herramientas”. In Dutch, “Europese Vereniging van Handelaren in Werktuigmachines”. The association is set up according the Belgian law on international associations of October 25th 1919, modified by the law of December 6th 1954, modified by the law of May 2nd 2002.
Title 2.- The registered office
Art. 2.- The association’s registered offices are at the Villalaan 83 at 1190 Brussels under the jurisdiction of Brussels Courts.
Art. 3.- The registered office can only be transferred within the Belgian territory.
Art. 4.- The decision to transfer the registered office is taken by the Annual General Meeting and is published in the “Belgisch Staatsblad”.
Title 3.- The objects
Art. 5.- The association is a non-profit organisation and its objectives are the realisation and co-ordination of research into the European and international legislation and technical regulations with regard to everything that is connected with machine tools. In this respect the association is allowed to assure and distribute scientific publications, organise congresses, set up its websites (development, maintenance and promotion) and can undertake all activities, which can stimulate this purpose.
Title 4.- The membership
Art. 6.- The membership is granted to persons and/or legal entities, who are on account of their activities interested in machine tools.
Art. 7.- The minimal number of members is three.
Art. 8.- The association has four categories of members, namely full members, international members, the associated members and candidate members. Within the association, members from a country or from a group of countries, can set up a “Group” or a “Branch”, if respectively minimum 6 or 20 members are located in that country or in that group of countries.
Art. 9.- The registered offices of the full members are established in a European country. The full members have voting right at the General Meeting.
Art. 10.- The registered offices of the international members are established outside Europe. The international members have voting right at the General Meeting.
Art. 11.- The associate members do not have voting right. Their rights and obligations are laid down in the management rules.
Art. 12.- The Council or the Branch or Group of the country in which the applicant has his registered offices can grant the status of candidate member to persons and/or legal entities, pending their acceptance as full, international or associate members. The candidate members do not have a voting right.
Art. 13.- Membership must be applied for in writing, with the support of at least two members, with the Council or with the Branch or Group of the country in which the registered offices of the applicant are established. The final acceptance is a right of the Council, which decides by three quarters’ majority of votes.
Art. 14.- The membership fee is determined each year by the Council on the basis of the association’s management rules.
Art. 15.- New members must pay a entrance fee, the amount of which is fixed in the management rules by the Council.
Art. 16.- Each member of the association is free to resign from the association by handing in his resignation to the Council.
Art. 17.- Each member who does not pay his contributions before the date indicated in the management rules is considered to resign.
Art. 18.- The expulsion of a full or international member can only be pronounced by the General Meeting with a three-quarter’s majority of the votes, after the member concerned has had the possibility to defend himself. The Council can decide to suspend a full or international member awaiting the decision of the General Meeting. Associate and Candidate members can be excluded by the Council.
Art. 19.- The member who resigns or is expelled does not have any claim on the corporate assets and cannot demand reimbursement of the contributions he paid.
Title 5.- The General Meeting
Art. 20.- Deliberations of the General Meeting are required for the following matters :
1° Modification of the articles of association;
2° Appointment and dismissal of the Council members;
3° Approval of budgets and accounts;
4° Dissolution of the association;
5° Expulsion of full or international members;
6° The development and management of the websites of the association if requested by 5 % of the voting members and/or 25 % of the Council members.
7° The change of the registered office.
All other rights of the General Meeting, included the admission of new members, are granted to the Council.
Art. 21.- The General Meeting must be convened by the Council in the second quarter or in the cases referred to in the articles of association or the management rules or if requested by one fifth of the members. The General Meeting is chaired by the President and in his absence by one of the Vice-Presidents. The General Meeting is held at the place and on the date mentioned in the convening notice.
Art. 22.- All members of the association must be notified for the General Meeting. The agenda must be added to the convening notice and dispatched at least 21 days before the date determined by the Council. Each proposition signed by one twentieth of the members of whom the names appear on the last annual list, must be placed on the agenda.
Art. 23.- All voting members have an equal voting right at the General Meeting and the decisions are taken by a majority of the votes of the members who are present and represented. When the decisions are taken, the agenda cannot be departed from, unless it is explicitly allowed by the articles of association or the management rules. For a normal General Meeting a quorum of presence of one fifth is provided. Full or international members can give proxy to another full or international member in the case they can not attend. One full or international member can only hold one proxy from another full or international member.
Art. 24.- The General Meeting can only deliberate validly on the modification of the articles of association or the dissolution of the association if this is explicitly mentioned in the convening notice and if two thirds of the members are present and represented at the General Meeting. A modification of the articles of association requires a three-quarter’s majority of the votes. However, if the modification relates to one of the objects for which the association was founded, it is only valid if it is approved unanimously by the members who are present and represented at the meeting. If less than two thirds of the members is present and represented at the first General Meeting, a second General Meeting can be convened, which can deliberate regardless of the number of members who are present. A three-quarter’s majority is also required at the second General Meeting.
Art. 25.- For each modification of the articles of association, except for the transfer of the registered office, an approval by Royal Decree must be applied for within one month. The modifications come into effect after the formalities of publication are fulfilled as required in accordance with article 3 of the law of 25 October 1919, modified by the law of 2nd May 2002.
Art. 26.- All members are informed by writing of the decisions of the General Meeting. A register of the minutes of the General Meetings are signed by the Secretary General and are held in the registered office of the EAMTM.
Title 6.- The Council
Art. 27.- The Council manages the association and represents it in all judicial and extrajudicial actions. It can, on its own responsibility, delegate its powers to one of its members or, if the General Meeting allows it, to a third person. It must each year submit the account of the previous years and the budget for the following year to the General Meeting for approval. The Council consists of three members at least. The members of the Council must be elected among the voting members of the association.
Art. 28.- The Council appoints among its members a President, one or several Vice-Presidents, a Treasurer and any position that is considered to be necessary for the smooth operation of the association.
Art. 29.- The association is responsible for the errors that can be attributed to its agents or to the bodies that execute its will. The Council members do not undertake any personal obligation with regard to the engagements of the association. Their responsibility is limited to the accomplishment of their tasks and the errors made during their term of office.
Art. 30.- The Treasurer is responsible for the financial management of the association.
Art. 31.- A Secretary General appointed by the Council is responsible for the daily management of the association’s secretariat. This Secretary General is authorised to carry out financial transactions up to15.000 Euro per month (index linked).
Art. 32.- The Council can validly hold meetings and take decisions if at least one third of the Council members are present. All decisions are taken by simple majority of votes, except for the admission of new members and for the exclusion of associated or candidate members, where a three quarter’s majority is required. The minutes of the Meetings of the Council are signed by the Secretary General and are held in the registered office of the EAMTM. The association is bound by the signature of at least two Council members. The President or one by the Council indicated Council member can on behalf of the association act as prosecutor or defender in lawsuits.
Art. 33.- Branches and Groups can be formed according to the stipulations of the management rules. Each Branch and each Group have the right to have at least one representative in the Council.
Title 7.- Financial stipulations
Art. 34.- The Council is responsible for the bookkeeping of the association, in particular by keeping up to date the receipts and expenditures; the purchasing and selling of goods and services and the management of the assets and the debts. The books are kept and drawn up according to the Belgian laws in force. The fiscal year begins on January 1st and ends on December 31st, with the exception of the year in which the association is founded. For this year, the foundation date determines the beginning of the fiscal year.
Art. 35.- Should this association dissolve voluntarily, the general assembly which will have decided the dissolution will simultaneously set the conditions of the liquidation and designate the liquidator(s). The general assembly decide upon his or their assignment and determines the destination of the assets remaining after payment of the liabilities.
Art. 36.- The expenses of the association for the purchase of goods or services, which amount to more than 15.000 Euro per invoice or on a yearly basis (index-linked) must first be approved by the Council.
Art. 37.- The signature of the Secretary General or of a proxy appointed by him is needed for the withdrawal of the funds for the expenses that are necessary for the daily activities.
Title 8.- The management rules
Art. 38.- The management rules are drawn up and approved by the Council.
Art. 39.- All matters that are not covered by the articles of association or the management rules must be dealt with according to the law on international associations of October 25th 1919, modified by the law of December 6th 1954, modified by the law of 2nd May 2002.