Griffie
Ondernemingsnr : 0409 523 013
Naam
(voluit) : Vereniging van Europese Fabrikanten van Regel- en
Veiligheidstoestellen voor Olie en Gas
(verkort) :
Rechtsvorm : Internationale vereniging zonder winstoogmerk
Volledig adres v.d. zetel :	Luchthavenlaan 16-18, 1800 Vilvoorde
Onderwerp akte : Statuten - Engelse vertaling
Tijdens de buitengewone algemene vergadering die gehouden werd op 24 november 2023, werd een
wijziging van de statuten goedgekeurd.
De engelse vertaling van de gecoordineerde statuten luiden als volgt:
STATUTES
SECTION I - Name and headquarters
Article 1: An international Association with a scientific aim has been formed and will operate under the
name of European Oil and Gas Control Manufacturers Association, abbreviated to "AFECOR", called
Association below.
The Association has been formed for an unlimited term.
Article 2: The headquarters of the Association is located in the offices of Maxon International B.V.,
Luchthavenlaan 16-18, 1800 Vilvoorde, in the Flemish Region. It can be transferred to any other place in
Belgium by a simple decision on the part of the Board, to the extent that, in accordance with the applicable
language legislation, such transfer does not require a change in the language of the statutes.
SECTION Il - Disinterested Purpose
Article 3: AFECOR is an international non-profit Association. The disinterested purpose of the Association
are
1* The study of all problems related to energy in all its usual forms and their control and uses on a
scientific, technical and institutional level.
2* To promote - on a scientific level - the standardisation of the conditions required for instruments, control
apparatus and materials generally utilised, or potentially able to be utilised, in relation to the foregoing
activities.
3* To promote the establishment of uniform codes for the utilisation, testing and the materials of the
instruments and control apparatus.
4* To promote a uniform code of good practice.
5* To undertake all measures, to negotiate and co-operate with all authorities and all bodies, both private
and public, which are likely to be in favour of the implementation of the foregoing objectives, to join or merge
with these bodies in compliance with Belgian legal provisions and regulations contained in or taken to apply
the Treaty of Rome.
SECTION III - Members, admissions, resignations and expulsions A
bevoegd de rechtspersoon ten aanzien van derden te vertegenwoordigen
Achterkant : Naam en handtekening (dit geldt niet voor akten van het type "Mededelingen")
rticle 4: The Association shall be composed uniquely of actual members who are legal entities and are
public bodies . They shall be either industrial firms or national or international Associations.
The Association shall have at least 3 members.
With a simple majority vote, it can resolve to attribute the title of observer to individuals or legal entities
which it wishes to associate with its works. The observers will only be there in an advisory capacity.
All constituent members are by right the actual members of the Association.
Article 5: Firms which comply with all following conditions can become members of the Association:
I* Firms which have been manufacturing devices, instruments, valves, safety material and all appliances or
their accessories for energy regulation for at least two years.
2* Firms which have at least one main production centre operating in Europe.
3* To be admitted by the General Assembly of the Association.
Article 6: Applications for membership must be made in writing to the President of the General Assembly.
Items and documents proving that the conditions provided for in points 1 and 2 of Article 5 have been
complied with, shall be enclosed with the application. The General Assembly shall rule on the request during
its very next meeting. There is no appeal against its decision, which must not be justified. The candidates shall
be informed of the decision.
Applying for membership implies total adherence to the statutes and regulations of the Association, and to
all decisions of the statutory bodies.
Members shall not be answerable, whatever the case, for agreements contracted by and on behalf of the
Association. Third parties can only take (legal) action against the Association.
All actual members shall have a right to the advantages and services of the Association.
Article 7: Every member is free to resign from the Association, by sending his resignation in writing to the
President of the General Assembly six months before the end of the current financial year.
Any member who does not pay the subscriptions incumbent on him in the month he receives a reminder
sent to him by the treasurer, or who no longer complies with the conditions of admission, shall be deemed to
have resigned.
If a member is declared bankrupt, is convicted of a criminal act or banned, he shall be deemed, by right, to
have resigned.
Article 8: Expulsion of an actual member may only be declared at the General Assembly and decided by a
two-thirds majority vote. Observers may be expulsed by a resolution of this same General Assembly, decided
by a simple majority vote.
The member threatened with expulsion will be summoned by registered letter to the General Assembly
convened to rule on this expulsion in order for his justifications to be heard. The assembly will also decide
even if the interested party has not responded to the summons.
An expelled member, or a member that has resigned is not entitled to any part of the Association's assets.
SECTION IV - General Assembly Composition
Article 9: The General Assembly shall be composed of all the members of the Association. Only actual
members have voting rights and are entitled to vote.
Any member can appoint a delegate or a deputy who will represent him at the General Assembly and at
the meetings of committees and working groups which might be created.
This delegate, or his deputy, is authorised to participate in the proceedings and to vote for and on behalf of
the member whom he represents. The member is by right bound by the vote of his representative or his
deputy.
Moreover, a member prevented from attending the meeting can be represented there by another member
holding a proxy. One member may not hold more than five proxies. The latter shall be registered by the
Secretary before the start of the meeting.
National or international groups may be represented by one single representative from this group.
Competence
Article 10: The General Assembly shall have full power to enable it to achieve the objectives of the
Association. The General Assembly has specifically the authority to change the statutes, to appoint or to
dismiss the members of the Council of Administration, to define how the financial statements will be audited,
to appoint if so desired auditors and their eventual salary, to dismiss auditors, to discharge the officers and
auditors, to decide on the dissolution of the Association, to expel a member, to transform the Association to a
company with social objectives as to decide on all other items as specified by the statutes.
The General Assembly may only discuss the subjects listed in the agenda, as reproduced on the calling
notice of the General Assembly.
Any proposal on a subject included in its competence, and signed by at least 1/20 of the members, or by
the majority of the Council of Administration, shall be listed in the agenda of the very next meeting and
mentioned in the calling notice.
Agenda
Article 11: Two ordinary General Assemblies for all actual members of the Association shall be held each
year.
The agenda of the first General Assembly shall at least include:
1* Approval of the minutes of the last meeting
2* Approval of the accounts for the past financial year
3* Report on the activities of the Association during the preceding financial year
4* Election of the candidate(s) for the vacant posts on the Council of Administration, the appointment if so
desired of auditors for the auditing of the accounts of the current financial year
The agenda of the second General Assembly shall at least include: 1 * Approval of the minutes of the last
meeting 2 * Fixing the budget of the next financial year 3 * Fixing the subscription rates for the new financial
year
Meeting notices
Article 12: Members shall be called to meetings by the President or Secretary on behalf of Council of
Administration.
The meeting notices shall be sent at least 15 days before the date of the meeting, except if there is an
emergency, when this period shall be reduced to 8 days.
Calling notices and agenda shall be sent in English, by e-mail, to the e-mail addressed specified by the
members, and shall at least contain the date and the agenda of the General Assembly, as also the way how
the members shall notify their presence or absence.
Moreover, an extraordinary General Assembly can be called by the President or by at least half of the
members of the Council of Administration, or also by way of a request addressed to the President, indicating
the agenda and signed by at least 1/5 of the actual members of the Association.
Organisation
Article 13: The General Assembly does not have a quorum unless 50 per cent of the actual members are
present or represented at ordinary meetings, with the exception of what is provided for in Article 16 in terms of
amendments to the statutes, dissolution and liquidation.
If these quorums are not achieved, a new General Assembly shall then be convened, which will take place
not earlier than fifteen days after the General Assembly that did not have its quorum.
The meeting is chaired by the President of the Association, or, in his absence, by the Vice-President or
another member of the Council of Administration .
In the event of the absence of the Secretary, the President shall appoint a member to perform these
functions, and will select during the meeting two members to fulfil the function of scrutineers
Minutes
Article 14: Decisions taken at General Assembly shall be recorded in the minutes by the Secretary, signed
by him and by the President.
The Minutes shall be recorded using the English Language. The minutes shall then be copied into a
register kept in the secretariat where members and interested third parties will be able to consult it without
taking it away.
The text shall be sent by e-mail, in English, to each of the actual members within one month of the date of
the General Assembly.
The former shall have a period of one month, dating from the dispatch of the text to report their possible
observations to the President.
A reading of the minutes will be given at the very next General Assembly for approval
Votes
Article 15: Every member has a vote. Associations (groups) shall have a number of votes, equal to their
subscription divided by the subscriptions of an industrial firm member that has one vote.
With the exception of the special cases provided for in the current statutes, resolutions shall be passed by
a simple majority vote of members present or represented. In the event of parity in the voting, the President
shall have the casting vote.
SECTION V - Amendments to the statutes, dissolution and liquidation
Article 16: The General Assembly alone shall have the power to amend the statutes. The proposed
amendments must be clearly detailed in the calling notices addressed to all actual members, at least thirty
days before the date of the meeting.
The latter shall not be deemed to have a quorum for debate unless 2/3 of the actual members are present
or represented. If this condition is not fulfilled, a new General Assembly shall be convened to give a definite
ruling on the proposal in question. No amendment shall be deemed agreed if the resolution does not gain 2/3
of the votes, in case the resolution changes the disinterested purpose or the objectives of the Association, 4/5
of the votes is required.
Amendments to the statutes shall not come into effect until they have been approved by royal decree In
case such approval is required".
Dissolution of the Association can be declared according to the same rules of members present and
majority rules as for the amendment of statutes. The meeting shall fix the method of liquidation and shall
determine the allocation and methods of distribution of the net assets. These assets shall only be transferred
to Associations with non-profit or similar objectives.
Article 17: The Association shall be managed by a Council of Administration consisting of at least three
members. In case the Association only has 3 members, the Council of Administration will only consist of 2
members. The number of members of the Council of Administration will always be smaller than the number of
effective members of the General Assembly.
The members of the Council of Administration shall be chosen from the representatives of the effective
members of the General Assembly. The term of their mandate shall be unlimited.
The General Assembly is entitled to dismiss one or several members of the Council of Administration.
Members of the Council of Administration shall not be discharged of their duties until replacements have
been provided.
Members who want to be discharged shall send their written resignation to the President, the Vice
President or the Secretary.
Members of the Council of Administration who are delegates of firms or societies, which lose their status
as members, shall by right cease to be on the council.
Organization
Article 18: The General Assembly shall appoint a President, a Vice President, a General Secretary and a
Treasurer.
The President chairs the General Assembly and the meetings of the Council of Administration. In the event
that he/she is prevented from doing this, his/her duties shall be assigned to the Vice- President or the oldest
member of the Council of Administration.
The Council of Administration shall meet every time it is called by the President, either at his/her initiative,
or at the request of at least half of the members. Calling notices shall be sent at least two weeks before the
date of the meeting.
The Council is not deemed to have a quorum unless half the members are present. Each member shall
have a vote. Resolutions shall be passed by a simple majority vote (half of the votes +1).
Scope of activities
Article 19: The Council of Administration shall be invested with extensive powers for the management and
administration of the Association. Everything which is not reserved for the General Assembly by statutes or
law, shall fall within its scope of activities.
In dealings with third parties it shall be represented by the President, or, in his absence, by the Vice-
President.
It can delegate specific powers to one or more of its members. It can create sub-committees and
departments to undertake clearly defined assignments within the parameters and in view of the
implementation of the objectives pursued by the Association.
The Council of Administration is authorised to resort to technical advisers and experts, and invest the
expenditure necessary for the accomplishment of its tasks, complying with the resolutions and directives of the
general assembly and within the limits of the annual budget.
Each time the Council of Administration considers it necessary, it can consult members by sending them
the text of motions or resolutions by letter. Any member who abstains from replying within a period of three
weeks, from the date of the dispatch of the letter, shall be deemed to be in agreement with the project or
resolution which had been recommended for his approval.
The Council of Administration may not implement resolutions except with the consent of half the members.
A decision taken by written consultation of the members shall be voted during the next General Assembly.
This procedure cannot be used for all matters relative to the amendment of the statutes or the rules of
internal order, nor for those aimed at generating a statement in terms of the winding up and liquidation of the
Association, which belong exclusively to the scope of activity of the General Assembly properly convened.
Agreements
Article 20: All actions which involve the Association, other than those of daily management or issued by
special representatives, shall be signed by two members of the Council of Administration, who, in terms of
third parties, will not have to justify any prior decision by the Council of Administration.
Lawsuits
Article 21: Judicial proceedings shall be instituted for prosecutions at the request of the Council of
Administration, represented by its President or by a member appointed by the latter.
SECTION VII - Budget and financial accounts
Article 22: The financial year begins on January 1st and ends on December 31st each year. Each year, the
treasurer will draft the annual statement of accounts for the past financial year. A copy of this statement will be
submitted to all members together with the invitation of the first annual General Assembly.
The annual statement shall be submitted for approval at the first annual General Assembly. This approval
shall serve to discharge the Council of Administration.
Article 23: Subscription rates shall be fixed each year by the General Assembly, but shall not be more than
€5000.00 for members- industrial companies and shall not be more than €25000.00 for members-
organisations.
There can be no agreement to reduce the total amount of subscriptions. The treasurer shall be assigned
the task of collecting the subscriptions and any other contributions which have been agreed by the General
Assembly.
SECTION VIII - Internal regulations
Article 24: Internal regulations are intended to define and specify modes of implementation for the current
statutes, having been prepared by the Council of Administration and submitted for approval at the General
Assembly.
Amendments to these rules will be able to be implemented at either an ordinary or extraordinary General
Assembly, and will be passed by a two thirds majority vote of members present or represented. The last
version of the internal regulations is dated 24 november 2023.
SECTION IX - General and transitional arrangements Languages & Correspondence
Article 25: The Association shall use the English language during all assemblies and meetings, for all
minutes and all correspondence.
All correspondence of the Association with its members, unless otherwise specified in the statutes or the
internal regulations, shall be done electronically (e-mail, web-server, ... ).
The members shall specify an e-mail address to be used by the Association for all correspondence to the
member.
Legal matters
Article 26: Anything not provided for in the current statutes will be regulated in accordance with Belgian
laws. Litigation will be referred to the Belgian tribunals.
Voor eenvormig afschrift,
Natasha Seghers
Lasthebber
bevoegd de rechtspersoon ten aanzien van derden te vertegenwoordigen
Verso : Naam en handtekening