Rules of Procedure

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:
  1. Contributions and fees from members (in accordance with Annex 1 of these Rules of Procedure);
  2. Income for contracted work;
  3. Income from sales of publications;
  4. Financial income (interest), and
  5. 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;

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.