Articles of Association

Adopted on 17th May 2018

 

ARTICLE 1 - NAME

There is established an International Association bearing the name of "The European Association of Mining Industries, Metal Ores & Industrial Minerals", abbreviated as "EUROMINES".

 

ARTICLE 2 – PURPOSE

2.1 The Association is a non-profit organisation.

2.2 The purpose of the Association is to be the representative of choice for the mining industry of Europe in all respects by inter alia studying, informing and acting on all matters relevant to that industry in all phases of its activities, including scientific, technological and environmental matters, as well as matters related to legal, regulatory and government policy requirements. 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 therefrom 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.

 

ARTICLE 3 - REGISTERED OFFICE

The registered office of the Association is established at Ave de Tervuren 168, B- 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.

 

ARTICLE 4 - DURATION

The Association is created for an unlimited period of time.

 

ARTICLE 5 - ETHICAL CONDUCT

Each member of the Association is committed to unyielding integrity and to respect appropriate confidentiality on the Association’s internal documents. They shall maintain and enforce adherence to lawful business practice Association and its members shall operate in full compliance with law, in particular Competition Law.

 

ARTICLE 6 – MEMBERSHIP

6.1. Admission of members

The Association is composed of companies mining metal ores, industrial minerals and any other mineral, 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.

6.2. Rights and duties of members

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.

6.3. Associate members

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.

6.4. Resignation of members or associate members

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.

6.5. Expulsion of members or associate members

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.

6.6. Rights of resigning and expelled members or associate members

Resigning or expelled members or associate members have no right of any kind on the assets of the Association, including, even partially, fees paid.

 

ARTICLE 7 - FEES

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.

 

ARTICLE 8 - GENERAL ASSEMBLY

8.1. Powers

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.

8.2. Presidency

The General Assembly elects a President and three Vice Presidents for a term of two years. The presidency is renewable. The President chairs the General Assembly.

8.3. Meetings

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.

8.4. Notice of the meeting

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.

8.5. Representation

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, facsimile, e-mail or other written instrument. No member may accept more than two authorisations.

8.6. Number of votes - Exercise of voting rights - Proceedings

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.

8.7. Conflict of Interest

Subject to the following paragraph any member’s representative or Steering Committee member who believes he or she has a material conflict of interest with any matter under discussion must:

(a) declare the interest at the commencement of the meeting, or at any time during the course of the meeting when he or she identifies the conflict arises;

(b) withdraw from the meeting for that item after providing any information requested by the chairman of the meeting;

(c) in respect of the General Assembly not be counted in the quorum for that part of the meeting; and

(d) be absent during the vote and have no vote on the matter.

After withdrawal of a member the remaining members of the General Assembly, if still quorate may resolve to invite such member to rejoin the meeting if the other members decide it is in the best interest of the Association to do for the purpose of:

(a) participating in the discussion and/or vote; or,

(b) disclosing to a third party information confidential to the Association provided that a member with a conflict does not receive any material benefit from Association.

If a question arises at a meeting of the General Assembly about whether a member (other than the chairman of the meeting) has an interest in any matter under discussion and whether it is likely to give rise to a conflict of interest or whether he can vote or be counted in the quorum and the member does not agree to abstain from voting on the issue or not to be counted in the quorum, the question must be referred to the chairman of the meeting. The chairman of the meeting’s ruling about any other member is final and conclusive, unless the nature or extent of the member interest (so far as it is known to him) has not been fairly disclosed to the Steering Committee and/or General Assembly. If the question comes up about the chairman of the meeting, the question shall be decided by a resolution of the General Assembly.

The General Assembly’s resolution about the chairman of the meeting is conclusive, unless the nature or extent of the chairman of the meeting’s interest (so far as it is known to him) has not been fairly disclosed to the Steering Committee.

8.8. Minutes

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.

8.9. General Assembly held by tele- or videoconference or similar means

If the majority of members, participating in a General Assembly, consent, a member may participate in such meeting by teleconference or videoconference facilities that permit all persons participating in the meeting to hear each other. Any such consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all General Assembly.

Members may participate in a meeting of members by electronic means that permit each member to communicate adequately with each other, provided that: (a) the Steering Committee has passed a resolution addressing the mechanics of holding such a meeting and dealing specifically with how security issues should be handled, the procedure for establishing a quorum and recording votes;

(b) each member has equal access to the specific means of communication to be used; and

(c) each member participating by such other electronic means has consented in advance to meeting by electronic means using the specific means of communication proposed for the meeting.

A member participating in a meeting by such means is deemed to be present at the meeting.

8.10. Written Resolutions

A resolution in writing agreed by a majority of not less than 75 per cent of the members, who would have been entitled to vote upon it, had it been proposed at a General Assembly shall be effective provided that:

(a) a copy of the proposed resolution has been sent to every eligible member;

(b) a majority of not less than 75 per cent of members has signified its agreement to the resolution; and

(c) it is contained in an authenticated document which has been received at the Registered Office by delivery, (post, facsimile, email or otherwise in such form as the Steering Committee may approve) within the period of 28 days beginning with the circulation date; and

A resolution in writing may comprise several copies to which one or more members have signified their agreement.

 

ARTICLE 9 - STEERING COMMITTEE

9.1. Composition of the Steering Committee

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.

9.2. Powers of the Steering Committee

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.

9.3. Meetings 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.

9.4. Proceedings

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.

9.5. Minutes

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.

9.6. Remuneration of Steering Committee members

No remuneration shall be payable by to members of the Steering Committee in respect of theirservices as members of the Steering Committee but the Steering Committee may determine that they should be paid any reasonable expenses incurred by them specifically and solely in or about specific duties as members of the Steering Committee having been so requested by the President in Page | advance to perform those duties. For the avoidance of doubt, travel expenses in respect of attending 10 meetings of the Steering Committee, General Assembly or other groups constituted by the Association are explicitly excluded from the above.

9.7. Disqualification of Steering Committee members

The office of a member of the Steering Committee shall be vacated if:

a) he or she ceases for any reason to be a Representative of a member;

b) the member of which he or she is the Representative resigns its membership or is suspended or expelled from membership.

c) by notice in writing to the President, he or she resigns their office;

9.8.  Removal of Steering Committee members or members’ Representatives

In the event that any two or more members notify the president in writing that in their opinion (specifying their reasons for such opinion) the representative of any member or Steering Committee member should be removed, the president shall, as speedily as possible: (a) call a meeting of the General Assembly and submit the matter to such meeting; and (b) notify the member in question of such meeting specifying the grounds alleged for the removal of such an individual in question who shall be entitled to be present at such meeting and be heard thereat.

If a majority of two thirds of the General Assembly present and entitled to vote at such meeting are in favour of the removal, such removal shall take effect immediately.

Following such removal of a Representative, the relevant member shall nominate a replacement representative.

 

ARTICLE 10 - DIRECTOR

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 Director is ex officio a member of the Steering Committee. The Steering Committee may dismiss the Director.

The Director is responsible for the day-to-day-administration of the Association.

 

ARTICLE 11 - COMMITTEES AND WORKING GROUPS

Committees and other Working Groups can be established to consider specific matters of common interest within the Purpose of the Association under the authority of the Steering Committee.

The setting up and dissolution of Committees and Working Groups is a competence of the Steering Committee. The Steering Committee will need to approve all terms of references issued for each Committee and Working Group every year.

The operational details of the functioning of the Committees and Working Groups are further detailed in the “Internal Rules” as described in Article 17 below.

 

ARTICLE 12 - REPRESENTATION

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.

 

ARTICLE 13 - FINANCIAL YEAR - BUDGET - BOOKS OF ACCOUNTS

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 Secretariat must prepare for each financial year accounts as required by Belgian Law. The accounts must be prepared to show a true and fair view and shall be prepared in accordance with Belgian Law and International Financial Reporting Standards.

The Secretariat must keep accounting records as required by the Companies Acts.

Subject to the above, no other person other than Steering Committee members or members shall have any right of inspecting any other account or book or document of the Association except as required by Belgian Law.

At A General Assembly in every year the Steering Committee shall lay before an income and expenditure account for the period since the last preceding account made up to a date not more than twelve months before such meeting, together with a balance sheet made up as at the same date. Each such balance sheet and income and expenditure account shall be accompanied by reports of the Secretariat and the auditors of the Association, and copies of such account, balance sheet and reports (all of which shall comply with any statutory requirements for the time being in force and may be in such abbreviated or summary form as the law may permit) and of any other documents required by law to be annexed or attached thereto or to accompany the same shall not less than 21 clear days before the date of the meeting be sent to the auditors of the Association and to all other persons entitled to receive notices of meetings of the General Assembly in the manner in which notices are directed to be served.

Unless and until otherwise determined by the General Assembly and in accordance with Belgian Law the financial year of the Association shall begin on the 1st January in each year and shall end on the 31st December of that year.

 

ARTICLE 14 - AUDITS

The accounts of the Association will be audited each year by an independent professional auditor. 13 The Steering Committee will propose the auditor which will be appointed each year by the General Assembly in this respect.

None of the following persons shall be eligible for appointment as auditors:

(a) a member or an official or an employee of EUROMINES; or

(b) a person who is directly connected to a member, an official or an employee of EUROMINES.

 

ARTICLE 15 - AMENDMENTS TO THE ARTICLES OF ASSOCIATION, CHANGE OF REGISTERED OFFICE AND WINDING-UP

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)”.

 

ARTICLE 16 - JURISDICTION

Any dispute arising from the interpretation of these articles will fall under the jurisdiction of the Brussels Court (Tribunal Civil de Première Instance).

 

ARTICLE 17 - INTERNAL RULES

Upon proposal of the Steering Committee, the General Assembly shall adopt the Internal Rules, which implement and specify the provisions of these Articles of Association and also regulate the daily activities of the Association.

 

ARTICLE 18 - GENERAL MEASURES

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.