The statutes have been approved by the EUPPA general assembly on 15/5/2009 in Parma and have been laid down to be approved by the Belgian Minister of Justice
EUROPEAN POTATO PROCESSORS’ ASSOCIATION
in abbreviation : EUPPA
Non-Profit-Making International Association by Belgian law
Article 1 – Denomination
An international non-profit-making association is hereby set up, called « European Potato Processors’ Association », in abbreviation EUPPA.
This association is ruled by the provisions of Title III of the Belgian law of 27 June 1921 on non-profit-making associations, international non-profit-making associations and foundations (articles 46 to 58).
Article 2 – Registered office
The registered office of the association is established in rue du Spa, 8 - 1000 Brussels.
The registered office may be transferred to all other locations in Belgium by decision of the board of directors, which has to be published in the Annexes of the Belgian Official Journal and which has to be communicated to the Public Federal Juridical Service during the month of the decision.
Article 3 – Purpose
The association pursuits the following non-profit making purpose of international utility:
- Defend the interests of these industries in general and especially in the context of the European Union ;
- Establish and promote necessary contacts with the European Union as well as the other authorities and organisations in the context of the European Union ;
- Represent the affiliated organisations at all the European Institutions dealing with the implementation of the Treaty of Rome of 25 March 1957 and other potential treaties which may contribute tot the implementation of the common market, as well as at Institutions consulted on these issues in advance, and to put to them the Union’ point of view ;
- Establish contact between the affiliated organisations ;
- Provide at an international level joint study of all issues relating tot the industry ;
- Collect and summarise all information of an industrial, scientific, economic or legal nature which may be useful for the industry in order tot put it at the members’ disposal ;
- Take all measures which may be useful for the promotion of EUPPA. Private commercial matters do not fall under the jurisdiction of EUPPA.
Article 4 - Members
The association is open for members having their activity as national associations of the potato processing industry or potato processors in the European Union.
The association is composed of effective members and affiliated members.
1. effective members are national associations active in a EU member state, representing the potato processing industry in this EU member state. Only one national association can represent the industry of the member state.
2. affiliated members
In the event that in a member state of the European Union there is not yet a national organisation, specific firms (if there are several firms, they will be represented by only one firm) may join the EPPA as an affiliated member, but they may only remain members until the creation of a national organisation in their country. The Board of directors will set a time period which seems sufficient.
The above-mentioned members have to be legal persons in the country of their registered offices and have to be constituted according to the laws and uses of the country of establishment.
Article 5 – Admission, resignation, exclusion
1. The admission of new membership is subject of approval by an ordinary general assembly on proposal of the board of directors and is submitted to the following conditions:
2. At every given moment, the members of different categories are free to resign from the association by presenting their demand under the following conditions:
o six months before the end of the civil year ;
o by recorded delivery which will then take effect at the end of the exercise in progress;
o every resigning member has to pay the outstanding fees for the exercise in progress.
3. The exclusion of a member is subject of approval by an extraordinary general assembly on proposal of the board of directors, after having heard the defence of the involved. The board of directors can suspend membership of the involved until decision of the general assembly.
The member ceasing membership, through resignation or exclusion, shall be not entitled to any of the association’s assets and shall have no claim concerning financial matters.
Article 6 - Contributions
The members pay an annual fee fixed by the general assembly on proposal of the board of directors.
Article 7 – General assembly
7.1. Attributions
The ordinary general assembly has full powers allowing realisation of the objectives and activities of the association.
The following points are reserved to its competence:
1. nomination et dismissal of administrators and commissioners;
2. approval of the budget and annual accounts: annual setting of the membership fees;
3. discharge of administrators and commissioners;
4. admission of a member;
5. other competences, e.g. adoption of internal regulations
The following points are reserved to an extraordinary general assembly :
1. exclusion of a member ;
2. revocation of the board of directors ;
3. amendment to the statutes ;
4. dissolution of the association.
7.2. Composition
The general assembly consists of all members.
Only effective members have voting rights assigned according to art. 7.4 of these statutes.
Every affiliated member can attend with consultative right.
7.3. Meetings and convocation
The ordinary general assembly meets at least once a year under the chairmanship of the President or in his absence of a vice-President at the registered office or another location indicated in the convocation.
This convocation containing the agenda is made by the secretariat and is send by mail, fax, e-mail or any other means of communication at least one month before the meeting of the general assembly.
The meetings of an extraordinary general assembly could be convoked by the secretariat under the following conditions:
o upon request of the board of directors or at least a quarter of the effective members
o the meeting is scheduled 4 weeks after its convocation.
7.4. Decision taking
The general assembly may deliberate validly only if the quorum of 50 % of effective members are present or represented is achieved.
In the event that the quorum is not obtained, a second meeting of the general assembly shall be convened without having to meet the quorum requirement.
The right to vote is proportional to the subscription. The basic subscription gives the right to four votes.
This basic subscription is divided into 4 categories, based upon the volume of processed potato products in the country represented by an effective member, expressed in raw material.
The distribution code of these categories is to be determined on annual basis by the general assembly.
The first category is paying the full basic subscription and obtains 4 votes.
The second category is paying ¾ of the basic subscription and obtains 3 votes.
The third category is paying ½ of the basic subscription and obtains 2 votes.
The fourth category is paying ¼ of the basic subscription and obtains 1 vote.
The right to vote is exercises by the Chairman of the national delegation of, in his absence, by his representative.
The vote is a count of raised hands, unless a delegation asked for a secret ballot.
Any resolution which gains the majority becomes obligatory for all members. Where votes are split, the proposal is considered rejected. If need be, the authorities are notified of resolutions passed. All proposals concerning an organisation of the market are relayed to the Commission of the European Union. The Commission must be notified at the same time of any abstention or negative vote against the proposal.
Effective members are entitled to be represented at the general assembly by another effective member holder of a specific proxy vote. However, each effective member may not be holding more than one proxy vote.
It shall not be deliberated on matters that are not mentioned in the agenda.
In case of an ordinary general assembly resolutions are taken by absolute majority of effective members present or their representatives.
In case of an extraordinary general assembly resolutions are taken by a 2/3 majority.
These are brought to the knowledge of all members under the following conditions: letter, fax, email or any other means of communication.
The resolutions taken by the general assembly are written down in a register signed by the president or at least two administrators present and have to be kept by the secretary general who will keep at the disposal of the members at the registered office of the association.
Article 8 – Amendments to the statutes and winding-up of the international association
Without prejudice to articles 50 §3, 51 § 2 et 3, 55 et 56 of the Belgian law of 27 June 1921 on non-profit-making-associations, non-profit-making international associations and foundations, any proposal having as subject amendments to the statutes or the winding-up of the international association shall emanate from the board of directors or at least a quarter of the effective members of the association.
The board of directors shall inform members of the association of the proposed amendments as well as of the date of the meeting of the general assembly which will decree on the said proposal, at least 3 months in advance.
The general assembly can only deliberate validly on the proposal if it assembles two thirds of members having voting rights present or represented.
No decision will be obtained if not voted at a majority of two thirds of members present or represented.
However, if the general board of directors does not assemble two thirds of effective members of the association, a new meeting will be convoked which shall decide definitely and validly on the proposal at two thirds of votes whatever the number of member present or represented, at the earliest 15 days following the first meeting.
Amendments to the statutes shall only enter into force once approved by the competent authority in conformity with article 50 § 3 of the law and after publication of the statutes in the annexes of the Belgian Official Journal in conformity with article 51 § 3 of said law.
The general assembly shall establish modalities for the winding-up and the liquidation of the association.
After liquidation possible net assets will be allocated to a non-profit-making legal person of private law pursuing a similar international purpose or, if not available, the net assets will be allocated to a purpose without profitable interest.
Article 9 – Board of directors
9.1. Assignment
The board of directors has full powers of administration and management with the reservation of the assignments of the general assembly.
It can delegate the daily management to the president and/or one or several administrators or to one or several employee(s) or the Secretary General whose powers shall be fixed.
9.2. Composition
The association is administered by the board of directors composed of at least five members.
The administrators will be nominated under the following conditions:
They shall be elected for a period of three years by the general assembly.
They shall not be remunerated for their mandates.
The board of directors elects in its midst a president, vice-president and a treasurer.
The President shall exert only two consecutive mandates in order to ascertain a rotation at the head of the organisation.
Outgoing administrators may be re-elected
Their functions will expire by death, resignation, civil incapacity or if placed under temporary administration or revoked or with the expiry of the mandate.
In the event of vacancy during a mandate, the board of directors may designate a temporary substitute who will finish the mandate of whom he replaces.
All acts relative to nomination, revocation or cessation of functions of administrators established in conformity with law will be communicated to the Federal Public Service of Justice in view to be published at the expense of the association in the annexes of the Belgian Official Journal.
9.3. Meetings and convocations
The board of directors meets at least twice a year upon special convocation by the President, the Secretary General or upon request of at least two Board members.
The convocation is send by mail, fax, e-mail or any other means of communication.
9.4. Decision-taking
The voting procedure within the Board of directors is identical to the one for the General assembly. In the event of a tie, the President or, in his absence, the Vice-President chairing the meeting shall have the casting vote.
All directors may validly represent another absent director, provided that they can produce a proxy vote stating expressly the person to whom the vote has been entrusted and the purpose of the vote.
9.5. Register of resolutions of the board of directors
The resolutions are written down in a register signed by the President or two administrators and kept by the Secretary General at the disposal of members at the registered office of the association.
Article 10 - Representation of the association towards third parties and in court
All acts engaging the association are, with the exception of special authorisation, signed by two administrators, who have been nominated by the general assembly and who will not have to justify towards third parties the powers conferred to this end.
The international association is validly represented in legal proceedings, both as plaintiff and as defendant, shall be followed, by two administrators or by its President or by an administrator appointed for this purpose.
Acts relative to nomination, revocation or cessation of functions of persons capacitated to represent the international non-profit-making association, established in conformity with law will be communicated to the Federal Public Service of Justice in view to be published at the expense of the association in the annexes of the Belgian Official Journal.
Article 11 - Secretariat
The Secretariat is an executive body at the disposal of the members. It shall be managed by a secretary general employed under an undetermined time contract who will be charged organising the office in agreement with the board of directors.
Article 12 – Budget and accounts
The financial exercise starts on 1 January and ends on 31 December each year.
The resources required for the functioning of the Committee are provided by the fees of its members. Members are obliged to pay an annual membership fee, the amount of which is established according to the procedure mentioned in article 6 of these statutes.
In conformity with article 53 of the Belgian law of 27 June 1921 on non-profit-making-associations on the annual accounts of the financial year as well as the budget for the coming exercise have to be established by the board of directors every year and have to be forwarded for approval to the general assembly at its next meeting.
Membership fees due for the financial exercise must be paid in the month of receipt of the debit invoice. Non-paying after six months could lead to the possibility of exclusion all rights.
The board of directors designates by simple majority of members present or represented an auditor of accounts, who is obliged to present it his report.
The accounts are transmitted, in accordance with article 51 of the law to the Federal Public Service of Justice.
Article 13 – Languages
For interpretation of the present statutes it should be taken into account that the French version of the text is the authentic version; texts in other languages are translations.
Article 14 – General provisions
All that is not provided for by the present statutes and notably publications to be done in the Annexes of the Official Belgian Journal is ruled in conformity with the provisions of Title III of Belgian law of 27 June 1921 on non-profit-making associations, international non-profit-making associations and foundations.
All points not provided for in the present statutes concerning the management of the association can be laid down in internal rules. The internal rules are at the disposal of the members at the Secretariat.
