R U L E S   O F   P R O C E D U R E

 of the

 Association of Hydro-Meteorological Equipment Industry

(HMEI)

These Rules of Procedure, including their Annexes, have been adopted pursuant to the

Articles of the Association of Hydro-Meteorological Equipment Industry, hereinafter referred to as the Association.

 I. Organizational Regulations

 A. General Assembly: Chairmanship and Vice-Chairmanship

 Art. 1   The  General  Assembly  shall  elect  its  own  Chairman  and  Vice-Chairman.  Only representatives  of  members  may  hold  the  position  of  a  Chairman  or  Vice- Chairman of the General Assembly.

Art. 2   Nominations  for  the  positions  of  Chairman  or  Vice-Chairman  of  the  General Assembly  shall  be  submitted  in  writing  to  the  Executive  Secretary  thirty  (30) days  before  the  date  of  the  General  Assembly  at  which  an  election  is  to  take place, if the election shall be passed by written resolution, within thirty (30) days  after the Executive Secretary’s written invitation to submit nominations, counted from the date of the invitation Each nomination must be proposed by at least two members and must indicate the nominee’s consent to be nominated.

Art. 3   The  Chairman  and  the  Vice-Chairman  shall  be  elected  for  four  years.  The Chairman and  Vice-Chairman may be elected for one further consecutive term only. Election to the  Chairmanship  of a  Vice-Chairman, or vice-versa,  shall be regarded as a new appointment.

Art. 4   The following  criteria  for  choosing  the  Chairman and  Vice-Chairman  should  be reasonably applied, taking into account the number of available candidates:

  • experience and qualifications of the person concerned;·     equitable geographical distribution, and·     Chairman   and   Vice-Chairman   should   not   usually   be   of   the   same nationality, or elected from the same category of members, or from the same group of companies.

B. Council

1.  Powers

Art. 5   In  addition  to  the  powers  listed  in  the  relevant  provision  of  the  Articles  of

Association, the Council shall have the following powers:

1.  Determining  the  general  policy  and  making  decisions  on  the  management and on the strategy of the Association and any subsequent modifications to them and taking decisions regarding disputes arising from their application;

2.  Adoption  of  the  Financial  Regulations  and  any  subsequent  modifications  to them, if any;

3.  Adoption of the Staff Regulations and any subsequent modifications to them, if any;

4.  Definition of broad standardization and other relevant industrial policies;

5.  Approval of important agreements; and

6.  Approval of proposals and other deliverables submitted to it by the Executive Secretary.

 2. Meetings

Art. 6   The  Council  may  be  called  by  the  Chairman,  as  often  as  the  business  of  the Association requires, however at least once during each year, at such times and places as may be determined by the Chairman of the Council.

The Council may also be convened upon request of any one of the Councillors. Such request is made to the Chairman in writing, and it includes the reasons for which  the  Council  meeting  is  being  called.  Upon  receipt  of  such  request,  the

Chairman  shall  convene  the  Council  without  delay.  If  the  Chairman  fails  to convene  the  meeting  within  fifteen  (15)  days  after  the  presentation  of  the aforesaid request, the Councillor or the Executive Secretary, as the case may be,

can convene the meeting of the Council by themselves.

The notice convening the Council meeting shall mention the day, the time and the  place  of  the  meeting,  as  well  as  the  agenda.  The  relevant  documentation relating  to  the  forthcoming  meeting  shall  be  delivered  reasonably  in  advance.

Resolutions on items that were not mentioned in the agenda may only be taken if all members of the Council have been consulted, except in case of emergency.

Any meeting of the Council shall be called at no less than ten (10) days notice. Councillors may participate in a meeting of the Council by means of telephone conference   or   similar   communications   equipment,   whereby   all   persons

participating  in  the  meeting  can  hear  each  other  and  such  participation  shall constitute presence in person.

The Council is chaired by its Chairman and, in case of his absence, by its Vice-Chairman or, if he is absent, by another member of the Council.

Art. 7   The  quorum  necessary  for  the  adoption  of  resolutions  is  reached  when  more than half of the Councillors, not counted the Executive Secretary, are present in person   or   by   video   or   telephone   conference   or   similar   communications equipment. A quorum must be present at the beginning of and throughout each meeting.

Art. 8 Resolutions can be passed by the approval of the simple majority of the Councillors who are present at the meeting. In the event of a tie, the Chairman (or in his/her absence the acting chairman) has a casting vote.

Resolutions of the Council may be taken in writing, by way of circular letter, provided that no Councillor requests a  discussion within the time set on the proposal. Such resolutions are adopted if they have been approved by the absolute majority of the members of the Council, not counting the Executive Secretary. In the event of a tie, the Chairman has a casting vote.

Art. 9 The discussions and the resolutions of the Council are set forth in minutes, signed by the Chairman and the Secretary. Each Councillor receives a copy of the minutes. The resolutions taken by way of circular letter must be included in the minutes of the following meeting of the Council. The minutes of each meeting must be ratified at the following meeting of the Council.

C. Special Committees

Art. 10 Special Committees are appointed by the Council for defined tasks by resolution. Such resolution will also define the Special Committee’s task, the objectives to be achieved, the time frame, the organization of the Special Committee, the reporting and the resources at the Special Committee’s disposition.

D. Executive Secretary

1. Appointment Term

Art. 11 The position of the Executive Secretary, when vacant, or when the term of office of the current Executive Secretary is about to expire, shall be advertised publicly.

The Chairman of the Council shall examine all applications and prepare a short list of the candidates which he considers to have the best qualifications for the position, on behalf of the Council.

The Council shall have the power to appoint and dismiss the Executive Secretary.

The term of office of Executive Secretary should not exceed a period of five years, which may be extended by up to three more years. At the expiration of their term of office the Executive Secretary may apply for a new term of office.

2. Responsibilities

Art. 12 The Executive Secretary’s responsibilities comprise:

1. Accounting for the management and finances of the Association to the General Assembly and the Council;

2. Preparing the annual accounts and the annual budget to the attention of the General Assembly and the Council;

3. Preparing the annual report;

4. Communicating regularly to the Chairmen of the General Assembly and the Council important information within their areas of responsibility;

5. Submitting progress reports to the Council;

6. Organizing the meetings and supporting the activities of the General Assembly, the Council, and the Special Committees, including the preparation and distribution of the minutes of the meetings;

7. Organizing and supporting the administration of written resolutions of the General Assembly;

8. Establishing relationships with external bodies and the promotion of the work of the Association as appropriate;

9. Managing the Secretariat, including recruitment of staff and their assignment to tasks;

10. Maintaining an up-to-date list of members, Councillors and members of Special Committees, based on the relevant information provided by them;

11. Representing the Association within the relevant external organizations concerning advisory or regulatory hydro-meteorological issues; and

12. Carrying out any other task imposed on the Secretariat by the General Assembly and/or the Council.

E. Secretariat

Art. 13 The Executive Secretary shall be assisted in his/her tasks by the Secretariat.

All vacant positions within the Secretariat shall be filled in accordance with the provisions of the Staff Regulations.Staff numbers and grades shall be in accordance with the relevant provisions of the budget.

II. Membership Procedures

A. Membership Classes and Rights

Art. 14 There are two classes of membership in HMEI:

A. Full Membership

B. Associate Membership

A Full Member has the right to cast one vote and is entitled to all the privileges of membership providing the member is in good standing and is current in their Contributions.

An Associate Member shall have no voting rights or rights to post information on the HMEI Member Web Site but is eligible to receive the HMEI Newsletter provided the member is in good standing and is current in their Contributions.

B. Admission Procedures

Art. 15 The conditions for admission to membership shall be as determined by the General Assembly.

Art. 16 Applications for membership shall be made in writing to the Executive Secretary.

Applications shall contain sufficient detail about the applicant’s status and business, together with a statement of its major products and services. The Executive Secretary shall advise the Council on conditions and acceptability of the application for membership.

C. Suspension of Rights and Termination of Membership Procedures

1. Suspension of Rights for Non-Payment of Membership Fees

Art. 17 A member’s rights and privileges in HMEI will be suspended when the membership contributions have not been paid in full by May 1 of the membership year. A reminder of payment will be e-mailed thirty (30) days prior to May 1 date by the Executive Secretary. If payment is not received by May 1st by the Executive Secretary, the member will have their rights as a member suspended including:

• Voting rights

• Newsletter Distribution

• Visibility of the member’s company products and advertising on the HMEI website

• All notifications routinely sent out to members Should the suspended member make full payment on or before October 1st of the membership year, all suspended rights and privileges will be reinstated back to full membership status.

2. Termination of Membership for Non-Payment of Membership Fees or for Breach of other Duties

Art. 18 A membership will be terminated if payment of fees is not received on or before October 1 of the membership year. A final demand for payment will be e-mailed thirty (30) days before the October 1st date by the Executive Secretary.

Art. 19 A membership may also be terminated if such member is in substantial breach of

other membership duties, or if such member continuously acts contrary to the interests of the Association

3. Termination Procedure – Means of Appeal

Art. 20 A terminated membership shall be resolved by the Councils’ Membership Committee. The member concerned shall be entitled to furnish an explanation to the Membership Committee.

The termination of membership shall take effect from the date fixed by the Membership Committee. The member concerned shall be notified of the decision by e-mail and subsequent letter.

The concerned member can appeal the Membership Committee’s resolution to the Council. The appeal must be in writing and must be submitted to the Executive Secretary within 30 days from receipt of the Notice of Termination. An appeal has no suspending effect. The Executive Secretary shall then submit the

appeal to the Council for discussion and decision at its next meeting or decision by written resolution. The Council’s decision is final and will be communicated to the appellant within 30 days from the date of the meeting.

III. Financial Regulations

A. Determination of Member Contributions

Art. 21 The contributions from each Member will be determined by the Council, subject to the approval of the General Assembly, according to the provisions of the Articles of Association and in application of the guidelines set forth in Annex 1 to these Rules of Procedure.

Art. 22 All member contributions are due in full, on the first day of January. However,upon request by a member, contributions may be invoiced in two (2) instalments subject to a 10 percent surcharge on each instalment.

If admitted prior to 30th June, new members shall be subject to the full annual member contribution. If admitted after 30th June, new members shall be subject to fifty percent (50 %) of the full annual member contribution.

Art. 23 Members shall maintain valid point of contact information on file with the

Executive Secretary for purposes of invoicing and payment notifications. Members unable to be contacted for payment will be subject to suspension and termination of membership in accordance with the terms of Articles 18 and 19 of these Rules of Procedure.

Outstanding member contributions will be annexed to the Executive Secretary’s progress report to the Council and reported at the next General Assembly.

B. Budget

Art. 24 The budget shall be comprised of several income and expenditure sections. Each section may be divided into subheads and each subhead into items.

The budget shall contain all appropriate information on forecast income and expenditure, in particular, for each item it shall mention the corresponding actual figures of the previous year, forecast budget of the current year, and forecast for budget year plus one.

The  budget  voted  annually  by  the  Council  shall  comprise  an  income  and expenditure account including at least the following:

1.   Forecast incomes from the following sources:

a)   Contributions  and  fees  from  members  (in  accordance with  Annex  1  of these Rules of Procedure);

b)   Income for contracted work;

c)   Income from sales of publications;

d)   Financial income (interest), and

e)   Any other incomes.

2.   Forecast expenditures for the operations of the Association.

IV. General Assembly Voting Regulations

A. Principles

Art. 25 Each member shall have the  right to  vote in meetings and  written resolutions with one vote on all matters.

In  urgent  cases,  the  General  Assembly  Chairman,  in  consultation  with  the  Executive Secretary, may decide to have a resolution passed by a vote taken by way of correspondence. The Secretariat shall provide all relevant information to the  members.  Voting  papers  shall  specify  the  final  date  for  votes  to  be  cast, which shall be at least two weeks after dispatch to members.

B. Voting

Art. 26 Members have the right to cast votes in the following cases:

1.  Dissolution of the Association;

2.  Disputes arising from the application of the Rules of Procedure;

3.  Amendments to the  Articles of Association and the Rules  of Procedure,

including their annexes;

4.  Resolutions  having  the  effect  of  diminishing  the  members’  rights  or

increase the members’ duties;

5.  Elections  of  Councillors  and  the  Chairman  of  the  Council,  and  the

Chairman and Vice-Chairman of the General Assembly.

Art. 27 A proposal shall be approved when the percentage of affirmative votes is at least 2/3 of the votes cast, except where these Rules of Procedure provide otherwise.

Abstentions by members, present or represented by proxy, or failures to submit written votes by the specified date, shall not count as votes cast.

Art. 28 In any meeting of the General Assembly, the quorum, present or represented by proxy, or, in written resolutions, the quorum of participating votes, shall consist of at least 40% of the total number of voting members.

C. Appointment of Chairman and Vice-Chairman of the General Assembly

 Art. 29 For  appointment  of  the  Chairman and  Vice-Chairman of  the  General  Assembly and Chairman of the Council, the following procedure shall be applied:

When,  in  the  first  ballot,  no  candidate  has  obtained  2/3  of  the  votes  cast,  a  second ballot shall be held. In the second ballot, in cases where there are only two candidates, the candidate obtaining the higher number of votes is elected.

In  cases  where  there  are  more  than  two  candidates,  if  none  of  them  has obtained 2/3 of the votes, a third and final ballot shall be held among the two candidates who have obtained the highest number of votes in the second ballot.

The candidate obtaining  the higher number  of votes in the third ballot  is  then  elected.

D. Secret Ballot

 Art. 30 Secret ballot or written resolutions shall be used in the following cases:

1.   If decided by the Chairman or,

2.   If requested by at least 20 eligible voters.

E. Proxy Voting

Art. 31 A member,  unable to  attend  a  meeting  of  the General Assembly  may  give  its vote  to  another  member  to  cast  as  a  proxy  vote  provided  it  has  notified  in  writing  the  Chairman  in  advance  of  the  meeting.  No  member  may  cast  more than three proxy votes. No proxy voting shall be allowed for written resolutions.

F. Confidentiality

Art. 32 All information designated as proprietary of a member shall be kept in confidence by the Association.

Adopted by the 28th Session of HMEI General Assembly (GA-18, Madrid, Spain on 28

September 2016).

Annex 1

Contributions to the Budget

There are two classes of membership in HMEI:

A.  Full Membership

B.  Associate Membership

A.  Full Membership Contribution

The Annual Membership Contribution (AMC), as required by Article 21 of these Rules of Procedure, is 1,000 CHF.

B.  Associate Membership Contribution

The annual contribution to the Budget at the Associate Membership level is set at 300 CHF.