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§ 1 
Name, Head Office, Trading Year

1.  The Association has the name of European Association of Air Heater Manufac-turers Regd. (hereafter called EURO-AIR)

2.  The Association has its Head Office in Cologne, German Federal Republic, and is to be registered in the Register of Societies there.

3.  The trading year is the calendar year.

§ 2 
Aim and Responsibilities of the Association

1. EURO-AIR is the technical organization of the leading European manufacturers of air heaters.

2. The aim of the Association is the promotion and representation of the common interests of the European industry involved in the construction of air heaters in their dealings with all relevant authorities, particularly through appropriate coope-ration with the existing specialist organizations, official bodies and other offices in Europe and through collaboration in legal measures.

3. The repsonsibility of the Association is the joint economic and political develop-ment of its members through the collection and exploitation of scientific discove-ries and practical experiences.

4. EURO-AIR is supported in the fulfilment of its responsibilities by the management of the Federal Organization of Companies in the Gas and Water Industry (FIGAWA). A flat fee for the management will be fixed by mutual consent every year.

5. EURO-AIR is not organized as a profit-making body.

6. The Association pursues no political, religious or racist aims.

§ 3 

1. Only European manufacturers, who primarily produce air heaters and who are prepared to support the aims of the association, may become ordinary members.

2. Application for membership must be submitted in writing to the Executive Committee of the Association.

3. The Executive Committee decides on the application of member-ship. An appeal to the Assembly of Members against refusal is possible and after that its decision is final.

§ 4 
Rights and Duties of Members

1. All Members of the association have the same rights and duties.

2. The members are entitled to participate in the facilities and works of the asso-ciation and may claim advice and support in all matters coming within the working sphere of the association.

3. Any legal representative of a member company is entitled to be elected to the organs of the association.

4. The members are to a great extent bound to support the association in the ful-filment of its responsibilities.

5. The members are bound by the constitution; they are obliged to carry out the deci-sions of the association taken in conformity with the constitution.

6. Every member is bound to pay the member’s subscription as resolved by the Assembly of Members on the proposal of the Board of Directors.

7. The members are bound to give the management any information required for carrying out the association’s responsibilities

§ 5 
Termination of membership

1. Membership ends:

a) by voluntary departure. Termination requires notice in writing; it can only be made at the end of a trading year with six months notice.

b) by ceasing trading of bankruptcy.

c) by exclusion due to a decision of the Assembly of Members

  • if the member does not honour his subscription obligations despite repeated reminders;
  • if the member is in gross violation of the constitution or interests of the association

2. The termination of membership does not release the member from his commit-ments towards the association existing at the time of the withdrawal or exclusion.

3. All rights to the assets of the association are extinguished with the termination of membership. Subscriptions already paid are not repaid

§ 6 

For financing the running costs and any special costs, an admission fee and an an-nual subscription decided by a subscription order as resolved by the Assembly of Members are levied.

The amount of admission fee and subscription are specified in DM. Payment may be made in the currency of the member.

§ 7 

1. The organs are:

a) the Assembly of Members

b) the Executive Committee

c) the Secretary General

d) the Technical Committee

2. The Assembly of Members can set up committees for dealing with special indivi-dual tasks of EURO-AIR and appoint, in addition to the Executive Committee, special representatives for certain matters.

3. All persons who are elected to an organ of the association act in an honorary capacity.

§ 8 
Assembly of Members

1. The ordinary Assembly of Members is responsible for:

a) the election and recall, possible at any time, of the Executive Committee,

b) the acceptance of the annual accounts and approval of the Executive Committee,

c) the determination of the subscription order,

d) the decision on appeals and complaints against decisions and actions of the Executive Committee,

e) acceptance and refusal of new members,

f)  the selection of committees,

g) passing resolutions concerning alterations to the constitution,

h) passing resolutions concerning the dissolution of the association.

2. Every member has one vote in the Assembly of Members. The invitation has to be dispatched 4 weeks before the appointed date.

3. The Assembly of Members takes place:

regularly at least once in each trading year or at the request of two members of the Executive Committee or 1/4 of the members. The Assembly is competent to make a decision if at least 50 % of the members and of the countries are present.

4. The Assembly of Members must decide on all association matters, unless they are passed on by the constitution to other organs.

5. Unless otherwise specified in the constitution, resolutions of the Assembly of Members are passed by a majority of the members present or duly represented. In the event of equal voting, the Chairman has the deciding vote.

6. Minutes of every Assembly of Members are to be drawn up by the General Secre-tary and signed by the Assembly Chairman (President or Vice-President) and by the General Secretary.

§ 9 
Executive Committee

1. The Executive Committee consists of:

  • President
  •  Vice-President
  • Chairman of the Technical Committee

All members of the Executive Committee hold their office for two years. Re-appointment is allowed.

2. The Executive Committee is elected by the Assembly of Members. At the request of at least two members the election is carried out in secret.

3. The Executive Committee decides on all matters which are allotted to it in accor-dance with the constitution, particularly on

  • the budget
  • the admission and exclusion of members
  • the appointment of a General Secretary.

4. Two members of the Executive Committee represent the association in all legal and extralegal matters. All documents must be signed by two Executive Com-mittee Members especially within the meaning of § 26 BGB (code of civil law).

5. The President chairs the discussions of the Executive Committee. He calls the Assembly of Members and all meetings of the Executive Committee. The Pre-sident or the Vice-President chairs the meeting.

6. The President must monitor the observance of this constitution and the imple-mentation of the decisions of the association’s organs.

§ 10 
The General Secretary’s Office

1. Dealing with day to day business and the administration of the assets of the association is carried out by the Management of the Federal Organization of Com-panies in the Gas and Water Industry in its capacity as General Secretary’s Office of EURO-AIR.

2. The appointment of the General Secretary is made by the Executive Committee.

3. The General Secretary is answerable for his activity and accountable in respect of financial affairs to the Executive Committee and the Assembly of Members. Only the President or the Vice-President is entitled to give instructions to the General Secretary.

4. The General Secretary is bound to take part in the assemblies and meetings of the association in an advisory capacity.

§ 11 

1. To dissolve the association, a resolution of the Assembly of Members is required. This resolution can only be passed with 3/4 of the votes present. In doing so at least 50 % of the members and of the countries must be present.

2. On dissolution of the association the last Assembly of Members will dispose of the existing assets.

3. After fulfilment of all obligations any remaining assets will be reallocated to the members in proportion to their payments to the association.

§ 12 
Taking Effect

  • This constitution comes into effect on: June 21, 1995
  • Members of the Constituting Meeting
  • President Italy
  • Vice-President Belgium-
  • Chairman of the Technical Committee Netherlands