EWRIS

Statutes of the European Federation of Steel Wire Rope Industries e. V. (EWRIS)

Preamble

The European Federation of Steel Wire Rope Industries e. V., abbreviated EWRIS, is intended to unite, promote and further develop the interests of the European wire rope industry.

§ 1 Name, registered office and financial year

  1. The name of the Association is European Federation of Steel Wire Rope Industries.
  2. The Association’s registered office is located in Düsseldorf.
  3. The Association is to be entered in the Register of Associations. The suffix “e. V.” (eingetragener Verein – registered association) will be added to its name following entry in the Register of Associations.
  4. The Association’s financial year is the calendar year.

§ 2 Purpose of the Association

  1. The purpose of the Association is to combine the interests of the wire rope industry in European and non-European countries and to represent its interests. It is also intended to bundle and represent the interests of the European and non-European industry associated with the wire rope industry. The Association also serves to stimulate the European economy.
  2. The Association’s purpose is to promote an active exchange among its members in order to:
    1. identify general member issues, subjects of general interest and opportunities for the membership at an early stage and to express the common position of the entire wire rope industry; the same applies to potential conflicts;
    2. defend its members against unfair competition;
    3. represent the general interests of the wire rope industry by liaising with international bodies, European authorities and organisations and ensuring coordination with national governments in the event of threatened or executed measures or actions against members.
  3. In the interest of the members specialist literature and statistics should be gathered and made accessible.
  4. The Association is non-political. It does not participate in political or religious disputes. The Association is a non-profit organisation. It will also avoid any commercial activity or any other action that could be considered as a violation of antitrust law.

§ 3 Membership

  1. The members of the Association are divided into three different groups (Regular Members - Associated Members - Affiliated Members):
    1. Regular Members:
      Manufacturer of wire ropes based in a country in Europe (Individual Regular Member). In addition, national associations representing the interests of the wire rope industry may become Regular Members of the Association (National Association Members).
    2. Associated Members:
      Suppliers and service providers to the wire rope industry, with their statutory seat in Europe, can be accepted as Associated Members.
    3. Affiliated Members:
      Manufacturers of wire ropes and their suppliers and service providers outside Europe can be accepted as Affiliated Members.
  2. Applications for membership must be submitted in writing. By the application, the applicant undertakes to fulfil obligations towards the Association and to respect its objectives. The application must be presented to the General Assembly. It decides on admission by adoption of a resolution issued by the Regular Members present or represented. In order to speed up the procedure, the resolution may also be passed by way of written circulation procedure. 

§ 4 Rights and obligations of members

  1. All Regular Members have the same rights and obligations. These include:
    1. participation in ordinary and extraordinary General Assemblies (General Assemblies), deliberation in committees with the right to vote;
    2. right to information, advice and support in the context of the general representation of the industry’s interests;
    3. obligation to comply with the Statutes and the resolutions of the General Assembly;
    4. obligation to support the Association in carrying out its statutory tasks and to provide the information and documents required for carrying out its tasks;
    5. obligation to pay the membership fee in due time.
  2. Associated Members and Affiliated Members have the right to participate in General Assemblies and potentially other meetings, if this is permitted under the Statutes; they do not have the right to vote. They are obliged to comply with the Statutes.

§ 5 Voluntary termination of membership

  1. Membership ends by resigning from the Association. It is only possible to resign from the Association at the end of a calendar year. Notice of resignation must be received by the Secretariat of the Association in writing no later than 9 months before the end of the calendar year.
  2. The right to resign without notice for good cause remains unaffected by § 5 clause 1.
  3. The resigning member is obliged to pay any still outstanding membership fees until the end of the membership.
  4. With resignation all rights and obligations as well as all benefits related to the membership are omitted. If a resigning member has appointed one or several persons to bodies or committees of the Association, the resigning member must ensure that these persons resign from those function without undue delay.

§ 6 Breach of duty by a member

  1. Members are obliged to comply with these Statutes and the resolutions of the General Assembly.
  2. A breach of duty is any intentional or grossly negligent breach of these Statutes or the resolutions of the Association.
  3. Any of the following are also treated as a breach of duty:
    1. the intentional or grossly negligent misrepresentation of financial data;
    2. the repeated inadequate support regarding the provision of information as required by the Association;
    3. any disclosure of confidential information to third parties without the prior permission of the Association;
    4. any act that damages the reputation or interests of the Association to a significant extent;
    5. failure of the member to meet its financial obligations to the Association.
  4. If a member breaches any of the duties set forth in § 6 clauses 2 or 3, the chairman must request the member in writing to remedy the breach of duty within two months. The remedy period commences upon receipt of the request. If the member does not comply with the request within the remedy period, the Board may decide on the exclusion of the member. The Board can besides exclusion adopt milder sanctions such as a caution or a warning.
  5. The member can file an appeal against the exclusion to the General Assembly, which must be sent to the Board in writing within one month of the notification of exclusion. The General Assembly decides conclusively on the exclusion of the member. The member has the right to have the measure reviewed by the ordinary courts of law.

§ 7 Consequences of exclusion

  1. The exclusion of a member does not release the member from its existing obligations towards the Association. The outstanding membership fees are to be paid without undue delay.
  2. The provision in § 5 clause 4 applies accordingly.

§ 8 Insolvency and/or end of business activities

  1. The insolvency or the end of business activities of a member, for whatever reason, results in immediate termination of membership.
  2. The provision in § 7 applies accordingly.

§ 9 Finances

  1. The Association receives its funding from the membership fees, which are charged in euros. The amount of the fees is proposed on an annual basis by the Board and approved by the General Assembly, unless the General Assembly has authorised the Board to make an autonomous decision on this. The details regarding the charging of membership fees are regulated by the Rules of Procedure.
  2. The Association’s income resulting from the membership fees may only be used to settle liabilities entered into by the Association. Any personal liability of the members for liabilities of the Association is excluded.
  3. The Secretariat of the Association is in charge of administering the revenue and expenditure accounts (single-entry accounting) in line with the budget. The annual financial statement is to be reviewed by the Board. The annual financial statement reviewed by the Board is adopted by the General Assembly.

§ 10 Ordinary and extraordinary General Assemblies

  1. Common rules
    1. Regular, Associated and Affiliated Members are authorised to participate in General Assemblies.
    2. Only Regular Members have the right to vote. A Regular Member only has the right to vote if it has paid all its membership fees.
    3. Each Regular Member has one vote. An additional vote is granted to any Regular Member if its share in the total sales of Regular Members during the preceding year had reached 5 %. Further votes are allocated in the same terms in case the share reaches 10 %, 15 %, 20 % etc. If a Regular Member has several votes, these can only be exercised uniformly.
    4. Each voting member can authorise another voting member in writing to exercise its voting rights by proxy, whereby the member representing another member may not represent more than one other member.
    5. Resolutions are adopted with a two-thirds majority of all present or represented votes of Regular Members, unless otherwise stipulated in the Statutes. Abstentions are not taken into account. The votes are cast by a show of hands, unless the Statutes or at least half of the present or represented Regular Members request a secret ballot.
    6. The Secretariat of the Association drafts minutes of the General Assembly. The adopted resolutions are recorded in writing in the minutes of the General Assembly. The minutes of the General Assembly contain information about the agenda, the date and location of the resolutions, the convening of the Assembly, the type of voting and information about the number of yes and no votes cast. The Secretariat sends the members a copy of the minutes of the General Assembly. The minutes of the General Assembly are to be signed by the minute-taker and a member of the Board.
    7. The invitation to and the agenda of the General Assembly have to be sent in writing (by post, fax or in text form, i.e. in particular by e-mail) to the members at least 15 days in advance of the General Assembly. The General Assembly may not adopt any resolutions or deal with any matters that have not been listed on the agenda.
  2. Ordinary General Assembly
    1. The ordinary General Assembly of all members takes place once a year. The date and location of the ordinary General Assembly are determined by the Board. Any additional General Assemblies are called by the chairman of the Board in writing whenever he considers this necessary.
    2. The General Assembly is chaired by the chairman of the Board, if he is unable to attend by his representative or if no representative is available by a representative determined by the General Assembly.
    3. All matters presented to the General Assembly must be reviewed by the Board beforehand. In urgent cases, avoiding calling a General Assembly, resolutions may at the request of the chairman be adopted by way of written circulation procedure.
    4. The tasks of the ordinary General Assembly are as follows:
      • decisions on membership applications (§ 3);
      • final resolution on the exclusion of a member (§ 6);
      • approval of the annual financial statement prepared and reviewed by the Board; full formal approval of the actions of the Board and the Secretary General;
      • approval of the Association’s budget and the annual membership fees for the various categories of members at the proposal of or upon authorisation of the Board to determine the membership fees;
      • authorisation of the Board to amend membership fees during the course of the year if necessary;
      • election of the members of the Board. The election is carried out by a show of hands or a secret ballot at the request of at least half of the Regular Members. The members of the Board should have been active in an executive function in the Association’s area of activity. Only persons nominated by a Regular Member may be elected to the Board.
        A Board member’s term of office is two years; re-election is possible. If a Board member is unable to attend or resigns prematurely, his tasks are assumed until the next General Assembly by his representative. The Board adopts the rules of representation of its members. If the representative is unable to attend or resigns prematurely, these offices remain vacant until the next General Assembly. The General Assembly elects a new member of the Board for the remaining period of office.
        The General Assembly elects the chairman of the Board. A new chairman is elected at the end of the term of office. The elected chairman of the Board proposes his representative to the General Assembly.
      • Deliberation on and adoption of resolutions on all proposals of the Board.
  3. Extraordinary General Assembly
    1. An extraordinary General Assembly can be called by the Board. The extraordinary General Assembly is also called if at least 10 % of the Members request the calling of an extraordinary General Assembly in writing specifying the purpose of and reasons for the extraordinary General Assembly. The request to call an extraordinary General Assembly is to be sent to the Board.
    2. The extraordinary General Assembly is chaired by the chairman of the Board, if he is unable to attend by his representative or if no representative is available by a representative determined by the General Assembly.
    3. The tasks of the extraordinary General Assembly are as follows:
      • Relocation of the registered office of the Association within Germany.
      • Amendments of the Statutes, whereby all proposals for an amendment of the Statutes are to be sent to the chairman of the Board in writing. Amendments of the Statutes are to be placed on the agenda of the extraordinary General Assembly which is to be called.
      • Dissolution of the Association. Dissolution occurs in accordance with the statutory provisions of sections 41 et seqq. of the German Civil Code (Bürgerliches Gesetzbuch). The resolution on the dissolution of the Association must be announced as a separate agenda item when the extraordinary General Assembly is called. The dissolution resolution requires a majority of three-quarters of the votes cast. Abstentions are not taken into account. Liquidation is carried out by a liquidator appointed by the extraordinary General Assembly. If no liquidator is appointed, the liquidation is carried out by the Board and the Secretariat collaboratively. The liquidators end ongoing businesses, collect receivables, convert the assets into money and first of all satisfy the Association’s creditors. Any surplus is distributed equally among the paying members that exist at the time of dissolution or can, upon decision of the extraordinary General Assembly, be transferred to another non-profit organisation with a similar or related objective. The Board applies to the register of associations for entry of the dissolution and the liquidators and attaches the dissolution resolution to the application.

§ 11 The Board

  1. The Board consists of at least three and maximum five members.
  2. Associated and Affiliated Members cannot nominate any Board members.
  3. The Board usually meets twice a year. Upon accepting office, each Board member undertakes – except in exceptional cases – to attend all Assemblies of the Board. A Board Assembly can also be held by telephone.
  4. The Board is responsible for the management and organisation of the Secretariat.
  5. The Association is represented in all court and out-of-court matters by two members of the Board. The General Assembly can grant one Board member sole power of representation.
  6. The chairman of the board holds the chair of the General Assembly.
  7. The Board prepares the Association’s budget in liaison with the Secretariat. It is responsible for ensuring that income and expenses are in line with the budget.
    The Board has full decision-making power in all matters relating to the management and control of the Association’s assets regardless of their kind. It can transfer the exercise of its rights in an individual case or to a limited extent for specific purposes to any person capable of doing so.
  8. The Board can decide to use ad-hoc committees for a specific period of time or permanently. The formation of ad-hoc committees is regulated by the Rules of Procedure of the Board.
  9. The members of the Board do not receive any remuneration for their work.
  10. The Board can decide on all matters not reserved for decision by the General Assembly. Its tasks in particular include the following:
    • recommendations to the members regarding the Association’s activities;
    • drafting, adoption and amendment of the Rules of Procedure;
    • preparation of the agenda for the General Assembly and monitoring of the implementation of its resolutions;
    • review of the annual financial statements and presentation of the documents to the General Assembly for approval. The budget plan is drafted and monitored by the Board. In order to carry out its tasks, the Board has full access to all necessary documents in the Secretariat’s possession, unless these could contain confidential information about individual members;
    • control of financial ratios and presentation of the reviewed annual financial statement to the General Assembly. Issuing recommendations for the budget plan and the amount of membership fees;
    • The Board can employ Regular or Associated Members in special committees or working groups as regulated in § 11 clause 8. The members appointed to work in committees or working groups must present written reports about their activities to the General Assembly for approval;
    • The Board can once a year at the request of the General Assembly decide on the deployment of an ad-hoc information committee, in which Regular, Associated and Affiliated Members as well as third parties can work.

§ 12 The EU Liaison Committee

  1. Members of the EU Liaison Committee are Regular Members of the Association that have their registered office in an EU Member State. Each Regular Member can appoint two delegates to the EU Liaison Committee. The list of EU Liaison Committee members is reviewed and updated annually.
  2. Chaired by a chairman who is elected annually by the EU Liaison Committee itself and can be re-elected, the EU Liaison Committee meets twice a year, if possible at the same time as the Board.
  3. In the case of resolutions adopted by the EU Liaison Committee § 10 clause 1 applies mutatis mutandis.
  4. The EU Liaison Committee is entrusted with matters relating to the European Union.
  5. The EU Liaison Committee can invite members that are not resident in an EU Member State to its meetings as observers.

§ 13 The Technical Working Group

  1. Each Regular Member is entitled to appoint one member to the Technical Working Group. The list of technical representatives is reviewed and updated annually.
  2. Chaired by a chairman who is elected annually by the Technical Working Group itself and can be re-elected, the Technical Working Group generally meets twice a year.
  3. In the case of resolutions adopted by the Technical Working Group § 10 clause 1 applies mutatis mutandis.
  4. The Technical Working Group is entrusted with all technical issues of the wire rope industry and wire rope manufacture, including standardisation at international and European level. The Technical Working Group is entrusted with liaising with technical institutes and organisation from third countries and can establish relations with machine manufacturers and other relevant parties.
    The Technical Working Group can in agreement with the Board set up sub-committees, which are set up from time to time depending on the subjects to be examined.
  5. The Technical Working Group presents its work once a year during the ordinary General Assembly.

§ 14 Secretariat

  1. The Secretariat is entrusted with administrative and technical activities necessary for the Association’s work under the management of the Secretary General appointed by the Board. The Secretariat collects statistics, publications and journals dealing with the Association’s area of activity and provides all its services for the organisation of General Assemblies and other meetings.
  2. Under the supervision of the chairman of the Board, the Secretary General is responsible for the administration of the Association’s income and lists the income and expenses. The Secretary General collects the membership fees. The payment terms of the membership fees are set forth in the Rules of Procedure.
  3. Accounting and preparation of annual financial statements can be transferred by the Board to the Secretariat with the assistance of an external auditor.
  4. The organisation and the distribution of the Secretariat’s tasks are determined by the Board. The Secretariat is bound by absolute impartiality and discretion with respect to all matters and information it receives for the performance of its tasks.
  5. The Association can be represented by the Secretary General in its external relations if the chairman of the Board grants the Secretary General power of attorney.
  6. The Secretary General is accountable to the Board for his actions.

§ 15 Amendments to these Statutes

Amendments to these Statutes are adopted by the extraordinary General Assembly with a two-thirds majority of the present or represented votes cast by the Regular Members.

§ 16 Applicable law and jurisdiction

The Association is governed by German law. The court at the location of the Association’s registered office has jurisdiction for any disputes.