As adopted on 16 November 2010
There is established an International Association bearing the name of "The European Association of Mining Industries, Metal Ores & Industrial Minerals", abbreviated as "EUROMINES".
The Association is a non-profit organisation.
The purpose of the Association is to study all problems met by the European mining industry in all phases of its activities, including scientific, technological and environmental matters, as well as to research and propose solutions related to the above-mentioned problems. In connection therewith, the Association will provide to its members educational sessions and encourage the exchange of information between its members and with members of similar international organisations. When deemed appropriate, it will make the knowledge resulting thereof available to international, European and national authorities, and to the public in general.
The Association will be able to conduct all activities necessary or useful to achieve the above purpose, in particular through co-operation with other associations having the same or a similar purpose.
The registered office of the Association is established at Avenue de Broqueville 12, 1150 Brussels and is headed by the Director. It may be transferred to any other place within Brussels, upon a decision of the Steering Committee and within Belgium upon a decision of the General Assembly. ".
The Association is created for an unlimited period of time.
The Association is composed of companies mining metal ores, industrial minerals and coal, as well as national and international federations of such companies, established in one of the Member States of the European Union, or of the European Free Trade Association.
The admission of a new member is subject to prior approval by the Steering Committee and by the General Assembly.
The minimum number of full members is fixed at three; there is no maximum limit.
Application for membership means that the applicant, if admitted, will subscribe to the objectives of the Association, will fulfil and perform the duties and obligations described by these Articles.
A company or federation admitted as a member shall identify the individual(s) who will represent it at the General Assembly and in all its relations with the Association. It will also formally inform the Director of any change being made to its representation.
The members have the right to consult at any time the membership list, all minutes of the Steering Committee, the General Assembly and the Committees and the accountancy documents.
The General Assembly may also admit associate members from any country, on proposal of the Steering Committee.
Associate members do not have the status of full members of the Association and have no voting rights. Their rights may be limited within the Association by General Assembly decision.
Any member or associate member may terminate its membership at any time during the first six months of the financial year, by sending a written notice by registered mail to the Director. The resignation shall take effect as from the following financial year; therefore, dues for the current year will be payable.
In case of bankruptcy, insolvency, winding-up or any similar situation of a member or associate member, this member or associate member will be deemed to have resigned.
Any member or associate member who does not comply with the Articles of Association may, after having been heard by the General Assembly, be expelled by decision of the General Assembly with at least a two-third majority vote. Unpaid fees remain payable.
Resigning or expelled members or associate members have no right of any kind on the assets of the Association, including, even partially, fees paid.
Members and associate members shall cover the expenses of the Association by way of an annual fee.
The membership and associate membership fees and their due date are determined annually by the General Assembly, on a proposal from the Steering Committee. The General Assembly may determine different rates of fees related namely to the turnover for companies and with the value of production of the country concerned for national federations.
The General Assembly has the exclusive power to elect the members of the Steering Committee, to amend the Articles of Association, to wind-up the Association and all other powers explicitly granted to it by these Articles.
The resolutions passed at the General Assembly shall be binding on all members, including those absent or dissenting.
The General Assembly elects a President and three Vice Presidents for a term of two years.
The presidency is renewable once.
The President chairs the General Assembly.
A General Assembly is convened during the second quarter of the year, by the Steering Committee either at the registered office or at any other place designated in the notice.
In addition, a General Assembly (i) may be convened at any time by the Steering Committee or (ii) must be convened on a request from at least half of the members of the Association, made in writing to the Director.
Without prejudice to Article 13, the agenda will be provided with the notice convening the General Assembly, fifteen days prior to the date of the meeting.
The General Assembly will deliberate on the agenda only. Members may suggest items to be included on the agenda by advising the President of the Steering Committee accordingly at least forty eight hours before each meeting. Such additional item(s) may be included provided it (they) is (are) supported by at least two members from different countries. This (these) additional item(s) can only be included on the agenda for information and not for decision.
A member prevented from attending through its authorised representative appointed pursuant to article 5.2, paragraph 2 of these Articles, may arrange to be represented by another member who must carry his written authorisation, given by letter, telegram, telex, facsimile or other written instrument.
No member may accept more than two authorisations.
The General Assembly will make decisions on a consensual basis. Resolutions shall be valid if at least half the members are present or represented.
If no consensus can be reached, the decisions will be made in accordance with the principle "one country, one vote". In this respect, all members based in the same country and present or represented at the meeting have to reach an agreement to exercise only one vote. If said members cannot reach an agreement, they will decide by a majority vote among themselves, each member being granted a number of votes in proportion to the amount of the last fee paid.
The minutes of the proceedings of the General Assembly, after their approval by a subsequent meeting of the General Assembly, are kept in a register and signed by the President. This register will always be kept at the registered office; all members can consult them there.
The Steering Committee will be composed of at least 6 members and a maximum of ten members. It will include the President, who will chair the Steering Committee, and up to three Vice Presidents. They need to be elected by the General Assembly. In addition, the Director will be a member ex officio.
The members of the Steering Committee are appointed for a term of two years. Outgoing members shall remain in office as long as the General Assembly has not filled the vacancy.
Members of the Steering Committee may resign or be dismissed at all times by the General Assembly by at least a two third majority of the votes present or represented.
The Steering Committee is vested with all powers for the management and the administration of the Association. It is empowered to perform all acts, which are not expressly reserved either by law or by these Articles, to the General Assembly.
The Steering Committee establishes operating policies, recommends the budget of the Association prepared by the Director and submitted for approval to the General Assembly.
The Steering Committee may delegate its powers, for particular and specified purposes, to a person who need not be a member of the Association or of the Steering Committee.
The Steering Committee shall meet at least twice a year. The President, or, in his absence, a Vice President, decides the time and place.
The Steering Committee will work and make decisions on a consensual basis. Resolutions shall only be valid if at least half the members are present or represented.
Decisions should be brought to the attention of the General Assembly.
The minutes of the proceedings of the Steering Committee, after their approval by a subsequent meeting of the Steering Committee, are kept in a register and signed by the President of the meeting. This register will always be kept at the registered office.
The Director of the Association is appointed by the Steering Committee for an unlimited duration and reports to the Steering Committee through the President. The Steering Committee may dismiss the Director.
The Director is responsible for the day-to-day-administration of the Association.
The Association shall be represented in all day-to-day acts of the Association, excluding court proceedings, by the Director, who shall not be obliged to offer proof of prior decision of the Steering Committee to third parties.
In any other business than day-to-day acts the Association is represented by the Steering Committee. The Steering Committee may delegate part of its powers of representation to the President, a Vice President, and the Director or to any other specifically nominated person.
The financial year of the Association shall be the calendar year.
Every year the Steering Committee has to submit to the General Assembly for approval the book of accounts for the past financial year. The budget for the following financial year has to be approved by the General Assembly.
The Steering Committee will define the procedures for the audit of the book of accounts of the Association. An auditor will be appointed each year by the General Assembly in this respect.
Unless required by law, any proposal to modify the Articles of Association or to wind-up the Association must come from the Steering Committee or from at least two members based in two different countries.
The notice of the General Assembly which must decide on the above-mentioned proposal is sent to the members by the Steering Committee at least three months before the date of the meeting. Proposed amendments to the Articles of Association shall be annexed to the letter convening the General Assembly.
Resolutions shall only be valid if at least two thirds of the full members are present or represented and four fifths of the votes are in favour.
However, if less than two thirds of the members are present or represented, a new General Assembly will be convened as set forth here-above, not earlier than fifteen days after the set meeting. This General Assembly will decide on the proposal to modify the Articles of Association or to wind-up the Association, irrespective of the number of members present or represented.
The General Assembly shall determine the method of winding-up and liquidation of the Association.
In case of voluntary winding-up of the Association, the General Assembly shall appoint liquidators, determine their powers and decide on the proposal of assets of the Association after settlement of liabilities.
In a case of judiciary liquidation, a court appointed liquidator shall convene a General Assembly of the members for the same purpose.
Any such decision must be published at the "Greffe (Ministry of Justice)".
Any dispute arising from the interpretation of these articles will fall under the jurisdiction of the Brussels Court (Tribunal Civil de Premiere Instance).
All that is not covered within these Articles, and more particularly the required publications in the "Annexe au Moniteur Belge", will be executed according to the dispositions of the Belgian law.