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TITLE I : OBJECTIVE AND MEMBERSHIP |
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ARTICLE 1 : FORMATION, NAME AND REGISTERED OFFICE
1-1 : A non-profit making International association is hereby established in accordance with the French law (1st of July 1901 and the 16th of August 1901 decree under the name "European Association for Renewable energy sources penetration in Insular GRID" currently called: PV INGRID.
1-2 : Its duration is unlimited.
1-3 : Its registered office is located at 3D Allée Claude DEBUSSY 69130 ECULLY (France). The registered office may be transferred to any other address in Europe on the proposal of the Board of Administration and by the decision of an Ordinary General Assembly, according to the conditions laid down in Article 4.4.
ARTICLE 2 : PURPOSE
The purpose of this association is, as a non-profit making association,
2-1 : to contribute to the development of partnerships between its members by offering them the possibility of exchanging experiences or data and sharing their expertise in the fields of rational use of energy management, development of renewable energies.
2-2 : to set up his proper action in order to prepare the future European electricity market liberalisation.
ARTICLE 3 : MEMBERSHIP
3-1 : The association is composed of founders, public and/or private organisations and regional and local authorities in islands of Europe working in the fields of energy management, development of renewable energies, sustainable development and/or environmental protection and who have subscribed to these statutes.
3-2 : The association comprises 3 Colleges.
3-3 : College 1 comprises founders
- TOTAL ENERGIE, 12-14 Allée du Levant 69890 La Tour de Salvagny (France)
- TRANSENERGIE, 3D Allée Claude Debussy 69130 Ecully (France)
- LIFE, 20 Via Quintino Sella 00187 Rome (Italie)
- CRES, 19ème km Marathon avenue 19009 Pikermi (Grèce)
3-4 College 2 comprises:
- Departments and public institutions of responsible for the implementation of energy management policies and/or environmental protection; the aim of these departments and institutions is to set in place a structure to enable the further development of environment and energy policies.
- Public organisations which are responsible for developing and implementing policies directly related to these areas and which work on behalf of regional institutions.
3-5 : College 3 :
Individuals or legal entities, who are unable, because of their status or activities to become members of Colleges 1 or 2, but who, in view of their capacities, their independence and their activities, are able to contribute to the further development of the association and to the accomplishment of its objectives, as defined in Article 2, may become members of College 3. Private organisations are required to have legal status.
3-6 : All applications for membership must be formulated in writing by the legal representative of the applicant organisation in question and addressed to the President of PV INGRID
3-7 Membership of Colleges 2 or 3, shall be withdrawn in the event of:
resignation notified by registered letter addressed to the President who will inform the Board of Administration and the General Assembly; it will come into effect on 1 January of the following year and, in any case, after expiry of a notice period of three months.
exclusion for a serious offence, such as the violation of the purpose of the organisation, upon the proposal of the Board of Administration.
Any member who resigns or is expelled from the association loses all rights.
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TITLE 2 : MANAGEMENT AND ORGANISATION |
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PV INGRID is comprised of the General Assembly and the Board of Administration.
ARTICLE 4 : GENERAL ASSEMBLY
4-1 The General Assembly of the Association is comprised of the representatives of Colleges 1, 2 and 3 in the following way :
one representative per member of College 1; each member of College 1 may designate a representative. Each representative has the right to one vote;
one representative per member of College 2. Each member may designate a representative. Members of this College have a vote in accordance with Article 4.4.;
one representative per member of College 3. Each member may designate a representative. Members of this College have. a vote in accordance with Article 4.4.;
All members may give a mandate to another member of the same College to represent them. However, no member may dispose of more than two mandates, other than his own. These mandates shall be given in writing, faxes being acceptable.
4-2 The General Assembly will be held at least once a year and convened by the President. An Extraordinary General Assembly shall be convened by the President in the event of a request from at least one quarter of the members of Colleges 1 2 and 3, who are entitled to vote, hereinafter referred to as 'the eligible electing parties', and in accordance with Article 4.4.
The General Assembly represents the members of each of the Colleges 1, 2 and 3 of the association. Within the scope of the powers conferred on it by the legislation and by these statutes, the decisions taken at the General Assembly are binding for all members of PV INGRID, including those absent.
The agenda is fixed by the Board of Administration.
The members of PV INGRID will receive formal notice of the meeting of the General Assembly by fax or by mail, at least 2 weeks before the date of the General Assembly.
4-3 : The General Assembly rules on all matters concerning the operation of the Association, and, in particular :
- the establishment of the main lines of action for achieving the objectives of PV INGRID;
- the election and dismissal of the President and members of the Board of Administration;
- the hearing of the reports on the corporate and financial situation of the Association, approval of the accounts for the previous financial year, giving full discharge to the treasurer, adoption of the budget for the next year, deliberation on issues on the agenda;
- the winding up of the association;
- the approval of any internal regulations presented for acceptance by the Board of Administration, and ruling on any modifications to these statutes;
ruling on the admission to, status of, and loss of membership;
- fixing the membership fee payable by members
4-4 : The quorum of the General Assembly is fixed at two-thirds (rounded down) of members who are entitled to vote, whether they are present or represented.
In order to be valid, all decisions taken at the General Assembly must be passed by simple majority; only votes 'for' and 'against' shall be taken into account. Where the number of votes against a motion equals the number for, the President shall have a casting vote.
A secret ballot may be requested either by the Board of Administration or by one quarter of members entitled to vote.
4-5 : The minutes of the meetings of the General Assemblies will be kept in a minute book available to all members at the registered office. The minutes, as well as the reports presented in the General Assembly, shall also be distributed to all members of the association.
ARTICLE 5: BOARD OF ADMINISTRATION
5-1 : The members of the Board of Administration are elected by the General Assembly, in separate ballots, in accordance with the Article 4.4.
The Board of Administration is composed of 4 members at the minimum and of 1/5 of the members at the maximum : a President, a General Secretary, Vice-Presidents, a Secretary and a Treasurer. The position of Treasurer or Secretary can be held by one of the Vice president.
The President is a member of College 1 or 2, with a political mandate and a field of responsibility relating to energy and/or the environment.
The General Secretary is chosen from among the members of College 1 only.
For the other members of the Board of Administration, they are chosen from among the members of College 1 or 2 or 3.
At any time, the Board of Administration can be extended up to a maximum of 1/5 of the members.
The mandate given to each of the members of the Board is for 3 years and may be renewed without any limit. Exceptionally, the first mandate of the General Secretary is for two years, in order to avoid the concomitance of the election of President and General Secretary
It is up to each member appointed to a Board of Administration function, with the exception of the President, to designate his/her representative. The representative must hold, as a minimum, a position in the managerial staff of the organisation.
The President and the members of the Board of Administration are elected and dismissed by the General Assembly.
5-2 : In the event that a position on the Board of Administration becomes vacant during its term of office, the Board of Administration fills the vacant post with a substitute as soon as possible, while awaiting the election of a successor by the General Assembly, at its next meeting.
5-3 : Meetings of the Board of Administration are convened by the President. The president may give a mandate to the General Secretary or one of the Vice President to act on his behalf. The meetings must take place at least twice per year.
5-4 : The Board of Administration takes its decisions by simple majority. The quorum is fixed at half (rounded down) of the members of the Board of Administration, whether they are present or represented. In case the number of votes against a motion equals the number of votes for, the President shall have the casting vote.
Any member of the Board of Administration can give a mandate to another member of the Board of Administration to act as his representative. However, no representative may have more than one mandate vote in addition to his own. Mandates shall only be given in writing, faxes being acceptable.
5-5 : The Board of Administration exercises all its management and administrative powers, subject to the attributions of the General Assembly. It is empowered for :
- implementing the decisions of the General Assembly;
- proposing the level of the membership fees;
- proposing the agenda of the General Assembly;
- drafting proposals for the modification of the statutes and internal regulations;
- proposing the admission to, the status of and loss of membership;
- proposing the transfer of the association's headquarters;
- reaching decisions concerning the delegation of authority.
Minutes shall be taken of its meetings and recorded in a minute book available to all members at the registered office.
5-6 : The members of the Board of Administration cannot receive any payment concerning the duties with which they are entrusted.
ARTICLE 6 : THE PRESIDENT
6-1 : The President shall represent the association at political events. The president may give a mandate to the General Secretary or one of the Vice Presidents to act on his behalf.
6-2 : The President shall be elected by the General Assembly for a period of three years, a term which is renewable.
6-3 : It also falls to the President to convene the meetings of the Board of Administration and the General Assembly over which he presides.
6-4 : People or organisations whose activity is linked to that of PV INGRID may be invited to meetings of the Board of Administration or the General Assembly as observers by the President whether on his/her initiative or on their own request. There will be no permanent nature to the invitation.
6-5 : The President can delegate all or certain of his/her powers to the General Secretary.
ARTICLE 7 : GENERAL SECRETARY
7-1 : The General Secretary is appointed under the President. He/she is responsible for the ongoing management of the association. These responsibilities include :
representing the association at different events when the President is unable to be present;
on the proposal of the President, making proposals to the Board of Administration regarding the strategies and activities to be implemented.
He/she is answerable to the General Assembly for the full completion of tasks.
7-2 : The General Secretary represents the association in all civil actions :
He/she signs contracts on behalf of the association.
He/she is empowered to appear in court in the name of the association as plaintiff or defendant
The General Secretary shall only be replaced in court by an authorised representative acting for the association in accordance with a special authorisation.
ARTICLE 8 : VICE-PRESIDENTS
The Vice-Presidents are elected by the General Assembly, by separate ballot, for a term of three years, which is renewable.
Their duties are laid down in the Internal Regulations.
ARTICLE 9 :TREASURER
The Treasurer is responsible for managing the finances. He/she is, in particular, responsible for keeping the accounts for which he is answerable to the Board of Administration and the General Assembly. The accounts cover the period from 1 January to 31 December each year, and are approved on 30 June of the following year. The first accounts will cover the period from date of signature of these statutes until 31 December of the current year.
ARTICLE 10 : SECRETARY
The Secretary is responsible for the drafting of the minutes of the meetings of the Board of Administration and the General Assembly, as well as their entry in the various minute books kept for this purpose.
ARTICLE 11 : FUNDS
11-1 : The funds of the association are composed of :
- membership fees of its members;
- subsidies or financial assistance;
- payments for services rendered; these services are required to remain within the framework of the activities of the association, activities which are not for profit.
11-2 : Membership of PV INGRID requires the payment of an annual membership fee, calculated according to the formulas specified in the internal regulations (one formula per college).
11-3 : The assets of the Association stand as sole surety for the commitments made in its name, and none of its members shall be held responsible.
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TITLE 3 : MODIFICATION TO ARTICLES, DISSOLUTION AND INTERNAL REGULATIONS |
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ARTICLE 12 : MODIFICATION OF THE STATUTES
These statutes can be modified by decision of a General or an Extraordinary General Assembly in accordance with the conditions laid down in Article 4-4. In the event that this arises, the agenda of the meetings must make express mention thereof.
ARTICLE 13 : DISSOLUTION AND LIQUIDATION
The dissolution and liquidation of the association can only be deliberated in an Extraordinary General Assembly with a quorum of ¾ (rounded down) of the members entitled to vote, whether present or represented.
The dissolution of the Association can only be decided with a majority of ¾ of members present or represented, and entitled to vote.
Should there not be a quorum for the general assembly convened in accordance with paragraph 1 above, a new assembly will be convened within two months. The new assembly will be able to take a decision on dissolution and liquidation irrespective of the number of members present or represented.
In the event of dissolution, one or several liquidators shall be appointed, and assets and liabilities, depending on the situation, are devolved in accordance with the law.
Decision of dissolution is required to be published.
ARTICLE 14 : INTERNAL REGULATIONS
The Internal Regulations lay down the details regarding the implementation of these statutes. They are adopted by the General Assembly, upon proposal from the Board of Administration. These regulations come into force immediately but on a provisional basis until they have been submitted to the General Assembly for approval. When they are agreed by the latter they become final.
The internal rules of procedure shall be drawn up in accordance with the law and without prejudice to the competence devolved on the General Assembly.
ARTICLE 15 : VOTE BY CORRESPONDENCE
No vote can be done by correspondence
ARTICLE 16 : EXTRAORDINARY GENERAL ASSEMBLY
Requests concerning the convening of an Extraordinary General Assembly, including the motives, shall be written and sent to the President of PV INGRID. When the request represents at least one quarter of all those entitled to vote, as provided for in Article 4.4., the President, having informed the Board of Administration, must convene an Extraordinary General Assembly within one month of receiving the request.
ARTICLE 17:
Anything that is not provided for in these statutes will be governed in accordance with the provisions of the law.
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