ARTICLES OF ASSOCIATION
Association of Hydro-Meteorological Equipment Industry (HMEI)
I. Name and registered seat
Art. 1 Under the name ”Association of Hydro-Meteorological Equipment Industry (HMEI)” is established as an association with registered seat in Geneva, Switzerland in accordance with Articles 60 to 79 of the Swiss Civil Code.
Art. 2 The association’s objectives and main activities include to:
establish and maintain relations and exchanges between developers, manufacturers and service providers within the hydro-meteorological instruments and systems industry throughout the world, as well as to provide a forum for discussion and resolution of matters of mutual concern by, inter aIia, organizing and promoting meetings, conferences and seminars for the furtherance of meteorological and hydrological equipment and measurements, and related systems;
represent, communicate and defend, at an international level, the views of the hydro-meteorological instruments and systems industry vis-a-vis other bodies, operating in the meteorological, hydrologicaI and related fields, thereby ensuring a voice of the industry in discussions and resolutions concerning designs, standards and operations of meteorological and hydrological instruments, equipment and systems as well as associated methodologies;
– collect, disseminate and communicate, at an international level, information and statistics relative to the hydro—meteorological instruments and systems industry;
represent the hydro-meteorological instruments and systems industry vis-a vis and participate as an observer in the World Meteorological Organization (WNO) and its committees;
promote and contribute to the world-wide standardization in the meteorological and hydrologicaI fields, including, without limitation, defense of the interests of its members with relation to rules, guidelines and government policies, such as CE and IEEE certification and related standardization; and
advance the meteorological and hydrological science world -wide.
Art. 3 Within the legal framework set by the applicable provisions of the Swiss Civil Code, the Association may carry out any action relating directly or indirectly, wholly or in part, to its objectives or which may develop or facilitate the achievement of such objectives.
Art. 4 The funds of the Association may be obtained from contributions from members, grants, revenue from its assets, sums received in return for services provided by the Association, and any other resources authorized by the legislative and regulatory instruments.
Art. 5 The Association shaII have the following bodies:
- the General Assembly;
- the Council;
- SpeciaI Committees;
- the Secretariat, headed by the Executive Secretary; and
- the Auditors.
A. General Assembly
Art. 6 The General Assembly, being the highest authority of the Association, shall have the following inalienable powers:
- Election of the Chairman and Vice-Chairman of the General Assembly, the Chairman, Vice-Chairman and the members of the Council and all other bodies of the Association, whose election is not delegated to the Council, as well as fixing the number of Councilors;
- Adoption and amending these Articles of Association;
- Taking out of loans;
- Approval of the audited previous’ years annual account;
- Approval of other bodies’ reports and discharge;
- Final decisions of appeals against other bodies acts and decisions;
- Final decisions of disputes arising from the application of these Articles of Association or the Rules of Procedures between members, between members and a body of the Association other than the General Assembly, or between different bodies of the Association other than the Genera I Assembly;
- Removal of other bodies of the association, for important reasons;
- Resolutions, which are by law or by these Articles of Association reserved to the General Assembly; and
- Dissolution of the Association.
2. Calling and agenda
Art. 7 General Assemblies shall be held at such times and places as the Council shall determine.
Ordinary General Assembly meetings shall be held if the Council determines that the necessary corporate action cannot be taken by way of a written resolution.At least thirty (30) days before the due date, the members of the Association shall be given notice of the meeting by the Executive Secretary. An agenda and supporting documents shall be included with the calling notice.
The Council may upon substantiated written request of at least one fifth (20%) of the members, specifying at least the issue on which a resolution shall be passed and a respective proposal, convene an extraordinary General Assembly meeting, or initiate the proceedings for a written resolution. A minimum of fifteen (15) days notice shall be given for an extraordinary meeting. An agenda and supporting documents shall be included with the calling notice.
Only matters included on the agenda shall be considered at meetings of the General Assembly.
Non—member organizations in the meteorological and hydrological field may be invited to attend meetings of the General Assembly.
3. Presiding over the meeting
Art. 8 The General Assembly Chairman, who is elected by the General Assembly, shall preside over the General Assembly meeting and put forward the matters of relevance to the Association in accordance with the agenda. He shall appoint the Secretary of the meeting and the Scrutineers.
4. Passing of resolutions and elections
Art.9 The General Assembly passes resolutions and proceeds to elections in accordance with the proceedings stipulated in the Rules of Procedure.
Unless it is determined by the Council that a resolution should be adopted in a General Assembly meeting, resolutions of the General Assembly are generally adopted by way of written resolution. Unless expressly otherwise provided for, such written resolutions are passed by the simple majority of the votes cast.
Art. 10 In the absence of any provision to the contrary in the law, these Articles of Association or the Rules of Procedure, General Assembly meetings shall pass resolutions and proceed to elections by a simple majority of the votes cast. In the event of a tie vote, the vote of the Chairman of the General Assembly shall decide.
5. Rules of Procedure
Art. 11 Within the limits set by these Articles of Association, the General Assembly shall adopt Rules of Procedure which establish the details of the administration and operation of the Association not provided in these Articles of Association.
Resolutions taken by the General Assembly in accordance with these Articles of Association or the Rules of Procedure shall be binding for all members.
1. Composition and election
Art. 12 The Council shall consist of minimum eight (8) to maximum twenty (20) Councilors, not counting the Executive Secretary who shall be a non—voting member of the Council ex-officio.
The Councilors are elected by the General Assembly for a term expiring at the Ordinary General Assembly in the fourth year after the election, or for any other term as the General Assembly may decide. Nomination of candidates for
membership of the Council may be made by any member. The Councilors shall primarily be elected taking account of an equitable geographical distribution, so that one fourth of the Councilors represents Asia, one fourth Europe, one fourth
North America and one fourth the rest of the world.
If there is not a sufficient number of nominated candidates from one area or several areas for the purpose of applying the aforesaid distribution, the General Assembly shall be free to elect any nominated candidates to fill such vacant memberships.
The Chairman and Vice-Chairman of the Council shall be appointed by the General Assembly. The Rules of Procedure shall make further provisions for the Council’s appointment procedures and composition, as well as rules of operation,including voting procedure and required quorum.
Art. 13 In general, the Council shall determine the general policy and make decisions on the strategy and the management of the Association.
Subject to the authority and direction of the General Assembly and subject to whatever power and responsibility may be delegated to another body, the Council may act on behalf of the Association with respect to all matters not specifically reserved to the General Assembly.
Art. 14 Subject to these Articles of Association and the Rules of Procedure and to any directions of the General Assembly, the Council:
- shall have the general supervision and control of the affairs of the Association;
- shall appoint, instruct and supervise the Special Committees and elect a Chairman of such special committees;
- shall appoint and describe duties of and have the power to dismiss the Executive Secretary;
- shall approve the budget of the Association for the following year;
- shall prepare the previous year’s annual accounts of the Association and submit it to the auditor for examination, on behalf of the General Assembly;
- shall appoint the Auditors of the Association and determine their remuneration;
- may invest, or have invested by its appointed investment managers, the Associations funds, provided such funds are not immediately required for the Associations core operations, in or upon such investments, securities or property in any part of the world as it sees fit; and
- shall determine and collect the membership contributions, in accordance with the applicable provisions of these Articles of Association, the Rules of Procedure and their annexes.
3. Member’s rights towards the Council
Art. 15 All current members of the Association shall have reasonable access to substantial documents of the Council, which may have an impact on members’rights and duties, upon written request. In particular, the Council may restrict the access rights regarding documents which relate to one member’s trade secrets and confidential information, which have been provided to the Council under a non—disclosure agreement or where the disclosure might violate the privacy rights of a member or a third party.
All current members of the Association shall have the right to submit views and petitions to the Council.
All current members of the Association shall have the right to appeal to the General Assembly against any decision taken by the Council within 30 days after taking notice of such decision or within 90 days after the decision has been taken, whatever comes first, provided that such decision might bear upon such a members rights under these Articles of Association or the Rules of Procedure.
C. Special Committees
Art. 16 Special Committees may be established by the Council for defined tasks.
The Council shall determine the terms, the composition and the duration of the Special Committees.
D. Secretariat and Executive Secretary
Art. 17 The Secretariat shall provide logistical support to, and assist the operation of, the Association.
Art. 18 The Council shall have the power to appoint and dismiss the Executive Secretary. He shall be ex—officio non—voting member of the General Assembly and the Council.
The Executive Secretary shall be the legal representative of the Association. Subject to the Council’s power of revocation, he shall hold chief executive authority to manage and administer the affairs of the Association in all matters, apart from those which are expressly reserved for the General Assembly or the Council in these Articles of Association and the Rules of Procedure.
Art. 19 The Council shall appoint auditors, which shall be independent from the Council and the Secretariat. It shall determine the annual remuneration of the auditors. The tenure of the Auditors shall be one (1) year, subject to re—appointment.
The Auditors shall examine whether the bookkeeping and the previous year’s annual accounts comply with the law and these Articles of Association.
The Council delivers to the Auditors all required documents and provides him with the necessary information, upon request in writing.
The Auditors reports in written form shall present the result of his audit to the General Assembly, with a recommendation of approval (with or without qualiﬁcations) or rejection of the annual accounts.
Art. 20 Subject to these Articles of Association, any company developing, manufacturing, marketing and/or selling hydrological and/or meteorological hardware, software, systems and/or providing related support services (including installment, educational services, and forecasting services) shall be eligible for full membership.
Companies or organizations that are not primary manufacturers or producers of hydro-meteorological equipment, software, or systems but are closely related to the provision or support of such equipment shall be eligible for associate membership.
Any questions or disputes concerning eligibility for membership, or designation of the most appropriate class, shall be resolved by the Membership Committee.
Art. 21 Applicants have to submit their application for admission to the Association to the Council. The Council has full discretion to admit new members or to reject applications for convenience, with or without cause. There is no means of appeal against a rejection of an application for admission.
C. Membership rights and duties
Art. 22 Members shall commit to comply with the letter and the spirit of the provisions of these Articles of Association and the Rules of Procedure and other decisions rightfully taken by the General Assembly. A member shall use reasonable efforts to further the interests of the Association.
A full member has the right to vote in written resolutions and meetings of the General Assembly. If appointed by the competent body, a full member may also attend Special Committees and other bodies established within the Association, with the respective rights of such appointment.
D. Member Contributions
Art. 23 Each member shall pay such annual contribution defined in the Rules of Procedure as shall be determined by the Council, subject to confirmation by the General Assembly.
Membership contributions shall be due prior to the beginning of the calendar year for existing members, or prior to the start of all services for new members, as invoiced by the Secretariat office.
E. Termination of Membership
Art. 24 Membership may be terminated by dissolution of the Association or, resignation or expulsion of a member.
A member can resign at any time, by written notice to the Executive Secretary. Such resignation will neither affect a member’s obligation to pay due membership fees from previous years nor its obligation to pay the membership fee for the current financial year.
Expulsion may be resolved by the Council for non—payment of contributions or for other substantial breaches of obligations of a member.
VI. Dissolution, Winding up
Art. 25 In the event of the voluntary dissolution of the Association, the General Assembly which had decided the dissolution shall at the same time fix the terms of liquidation.
The liquidation shall be carried out by the Council, unless the General Assembly has appointed one or more liquidators (hereinafter collectively “liquidators”).
Upon assuming office, the liquidators shall prepare an opening balance sheet. The liquidators shall wind up the current business, liquidate the assets, collect outstanding debts and fulfill the commitments of the association. Obligees have to be notified and requested by publication in the Swiss Official Gazette of Commerce to file their claims.
Upon satisfaction of all its liabilities, the net assets of the dissolved association shall be distributed according to a resolution of the General Assembly.
After the liquidation has been accomplished, the Council shall notify the Commercial Register that the association has been dissolved, provided that the association has been registered with the Commercial Register.
Art. 26 The financial year of the Association shall commence on 1st January and end on 31 December.
Art. 27 An evaluation of the activities of the Association, including a review of the Articles of Association and the Rules of Procedure, should be made at regular intervals. In preparation for this, the Executive Secretary shall present a report on the activities of the Association to the Council.
Art. 28 The working language of the Associations shall be English. All the Association’s documents, reports and deliverables shall be in English language. If a document has to be filed with the competent authorities, the Executive Secretary shall have the document translated into the required official language.
Art. 29 In the event of a dispute arising between members or the members and a body of the Association, the members concerned will use all means to endeavor to solve the dispute by internal conciliation with the help of other members.
If conciliation is unsuccessful, any legal dispute arising in connection with the activities of the Association shall be dealt with under Swiss law unless the parties concerned agree otherwise.
Art. 30 The Council shall register the Association with the competent Commercial
Register and shall be authorized to take all the necessary actions in connection therewith.
Art. 31 The Chairman of the Council, the Vlce—Chairman of the Council and the Executive Secretary shall each alone be authorised to sign for the Association.
Art. 32 These Articles of Association entered into force as of the day of their adoption by the constituting General Assembly of the Association of Hydro—Meteorological Equipment Industry (HMEI), held in Madrid, Spain, on 28-Sep-2016.