Statutes


STATUTES APPROVED BY THE ORDINARY GENERAL ASSEMBLY OF MAY 11, 2006.

§ 1 Name, Headquarters

The „ASSOCIATION OF THE EUROPEAN PLANING MILL INDUSTRY“ shall be run as an association set up in accordance with the 2002 Act on Associations for an indefinite period of time.

The headquarters of the Association shall be in Vienna.

§ 2 Purpose

The purpose of the Association shall be to uphold and promote the common economic interests of the planing mill industry in every respect. In particular, the Association shall pursue the goal of safeguarding and maintaining satisfactory production and marketing conditions based on the use of wood at the highest possible level of competitiveness. Moreover, the Association shall defend and promote the observance of ethical principles in the conduct of business. Its activities shall not be profit-oriented.

§ 3 Activities

  • Representation of the common interests of the members (planing mills) vis-à-vis public authorities and economic organisations by duly authorised bodies of the Association.
  • Promotion of high-quality production of planed wood by the members of the Association.
  • Organisation of or participation in advertising campaigns aimed at increasing wood consumption.
  • Active involvement in the implementation of measures to promote the use of wood, with a special emphasis on the interests of planing mills.
  • Elaboration of drafts for standards relating to planed wood; participation in the work of national and international standards organisations, if the standards to be drafted concern the interests of the members of the Association.
  • Expression of opinions on the trading practices of the planed-wood sector addressed to public authorities.
  • Promotion of training and further training in technological and commercial fields for the staff of the member firms, above all through the organisation of training courses, in co-operation with qualified institutions.
  • Promotion of a spirit of collegiality and encouragement of personal contacts among the members.
  • Facilitation of contacts and exchange of experience as well as potential co-operation with associations pursuing the same or similar goals.
  • Fight against all forms of unfair competition, above all through cease-and-desist orders according to Sect. 14 of the Act against Unfair Competition on behalf of the Association, by supporting members in the enforcement of their claims, and by exercising a mediator function in order to obtain amicable settlements between members or between members and non-members in case of violations of the principles of fair competition.
  • Promotion of the purpose of the Association through other provisions and measures, which may, if necessary, have to be adjusted to changing needs and conditions.

§ 4 Membership Categories, Rights of Members

The Association shall consist of:

  1. Ordinary members
  2. Associate members
  3. Honorary members
  • Ordinary membership shall be open to owners of planing mills in the European Union and Switzerland, who meet the requirements of Article 5 and participate fully in the activities of the Association.
  • Associate membership shall be open to any natural or legal person or institution taking a special interest in the purpose of the Association, but not owning a planing mill. Associate members shall not have the right to participate in the events of the Association, unless upon written invitation by the Board or the chairperson of the technical committee concerned.
  • Honorary membership may only be conferred upon natural persons who have rendered particularly valuable services to the Association. Honorary membership shall be awarded by resolution of the General Assembly. Honorary members shall be exempted from the payment of dues.
  • Ordinary members and honorary members shall have the right to participate in all events of the Association and to make use of its facilities. Voting rights at the General Assembly as well as the right to vote in elections and to stand for election shall be reserved to ordinary members and honorary members.

§ 5 Conditions for Admission as an Ordinary Member

  • Natural and legal persons whose planing mills are officially registered and based in the European Union and in Switzerland, and who place their production of planed wood on the market, may become ordinary members of the Association.
  • Planed wood, within the meaning of paragraph 1, is deemed to comprise the goods specified in the certificate issued by the Austrian Patent Office for the purpose of registering a planing mill under the Association’s collective mark as a „Quality-Controlled Planing Mill“. In particular, planed wood includes profile boards, mouldings and flooring planks; it does not include parquet strips.
  • Applicants against whom composition or bankruptcy proceedings were instituted during the past two years shall be excluded from ordinary membership.

§ 6 Admission and Resignation, Duties of Members

  • Applications for admission have to be submitted in writing; applications for ordinary membership have to include statements certifying compliance with the prerequisites for admission according to Article 5. The admission fee (Article 7) has to be paid at the same time. Following a decision by the Board, the candidate’s name shall be included in the list of members.
  • The Board shall have the right to refuse the admission of ordinary and associate members without specifying the reasons for refusal.
  • ecisions regarding the admission of honorary members (Article 4, paragraph 4) shall be taken exclusively by the General Assembly.
  • Members wishing to terminate their membership can only do so as of the end of the business year (calendar year), subject to six months’ notice. The statement of resignation has to be submitted in writing.
  • Members shall be obliged to promote the interests of the Association to the best of their abilities and to abstain from any action which might be detrimental to the reputation and the purpose of the Association. They shall be bound to observe the provisions of the Statutes of the Association as well as other rules adopted by the General Assembly; moreover, admission fees and membership dues, as adopted by the General Assembly and/or the Board, have to be paid in due time.

§ 7 Admission Fees and Membership Dues

  • Admission fees and membership dues payable by ordinary members shall be set by the General Assembly. Moreover, the General Assembly shall have the right to decide on the collection of special contributions for the financing of specific and clearly defined projects (above all advertising measures).
  • Admission fees and membership dues payable by associate members shall be set by the Board.
  • Honorary members shall be exempted from the payment of dues.

§ 8 Expulsion of Members

  • Any member who, despite reminder, is more than one year in arrears with the payment of dues or whose actions run counter to the interests and the reputation of the Association can be expelled by resolution of the General Assembly.
  • Members resigning or having been expelled from the Association shall not have any claim to the assets of the Association. They shall be liable for the payment of dues for the period of their membership; in the event of resignation or expulsion prior to the end of a calendar year, dues shall be payable in any case up to the end of that calendar year.
  • Members against whom composition of bankruptcy proceeding have been instituted shall be expelled from the Association.

§ 9 Statutory Bodies

The statutory bodies of the Association shall be the:

  1. General Assembly
  2. Board
  3. Managing Director
  4. Auditors
  5. Technical Committees

§ 10 General Assembly

  • The ordinary General Assembly shall be held annually in the first half of the business year (calendar year). Moreover, an extraordinary General Assembly can be convened at the request of one quarter of the members of the Association, who shall submit their request in writing to the Board, together with the proposed agenda.
  • The General Assembly shall be convened by the Board by written invitation, including the proposed agenda, at least 10 days before the scheduled date.
  • The General Assembly shall take its decisions and elect its office-holders by show of hands by a simple majority of the ordinary and honorary members present. If paragraph 6 applies, and in the case of decisions regarding the expulsion of members, voting has to be by secret ballot. The Assembly shall be qualified to take valid decisions if the chairperson (President or Vice-President) and at least two ordinary members not serving on the Board of the Association are present.

The General Assembly shall elect:

  1. the Board (President and Vice-Presidents) and
  2. the Members of the Board of Auditors (Article 13)
  3. for three-year mandates.
  • The Board shall be elected from among the ordinary members of the Association. The elections have to be conducted according to the procedure laid down in Article 18 under the chairmanship of the Managing Director. If so requested by the Managing Director or by a voting member, elections to the Board have to be conducted by secret ballot.
  • The submission of candidacies and the electoral procedure are laid down in Article 18. In the event of a tie, elections shall be decided by drawing lots.
  • Voting rights in the General Assembly as well as the right to vote in elections and to stand for election shall be reserved to ordinary and honorary members. Associate members shall not have the right to vote in the General Assembly; however, as a rule, they are to be invited to ordinary General Assemblies.

The General Assembly shall decide, in particular, on the following issues:

  1. Adoption of the Annual Report and the Annual Accounts
  2. Exoneration of the Board and the Managing Director
  3. Setting of admission fees and membership dues for ordinary members
  4. Reimbursement of expenses, if any, for the Board
  5. Forecast of administrative expenses and budget of the Association
  6. Expulsion of members (Article 8)
  7. Amendment of the Statutes
  8. Establishment of technical committees and appointment of committee chairpersons
  9. Motions introduced by the Board or the Management
  10. Dissolution of the Association and disposal of the Association’s remaining assets

§ 11 Board

  • The chairperson of the Board (President) shall not be permitted to remain in office for more than two consecutive periods.
  • The Board shall be able to take valid decisions if at least two members are present and if the meeting was duly convened by the chairperson or, in the event of his/her incapacity, by his/her first deputy. In the event of a tie, the chairperson shall cast the decisive vote.

Decisions on the following issues, in particular, shall be reserved to the Board:

  1. Decisions on issues concerning the Board’s own activities
  2. The general organisation of administrative activities to be performed by the Management
  3. Appointment of the Managing Director and questions regarding his/her employment contract and remuneration
  4. Convening of the General Assembly and decision on the agenda
  5. Appointment of members to serve on the technical committees after consultation of the committee chairpersons appointed by the General Assembly.
  • The General Assembly shall be chaired by the chairperson of the Board or one of his/her deputies. The chairperson of the Board has to ensure implementation of the decisions taken by the bodies of the Association.
  • The chairperson of the Quality Committee shall participate in the Board meetings with full voting rights, while the chairpersons of the other technical committees shall only participate in an advisory function.

§ 12 Managing Director

  • The Managing Director shall conduct the business of the Association according to the instructions given by the Board; he/she shall be responsible for the keeping of the accounts of the Association. In disciplinary terms, he/she shall be accountable solely to the chairperson of the Board.
  • In all issues of importance, the Association shall be represented in its external relations by the Managing Director together with one Board member. Important documents, notifications and legal instruments, above all those of binding character for the Association, are to be signed by a Board member and the Managing Director.
  • The Managing Director shall have the right to participate in all meetings of the statutory bodies of the Association in an advisory capacity.
  • In individual cases, the Managing Director shall be entitled to exercise the voting rights of (absent) members by proxy.
  • The Managing Directors’ tasks, to be performed according to the guidelines and/or instructions received from the Board within the framework of the conduct of current business, shall also include, in particular:
  1. Keeping and updating the list of members
  2. Budgeting
  3. Income and expenditure accounting, preparation of the annual statement of accounts
  4. Project-based and/or measure-based cost accounting
  5. Observation of the planed wood market, with special attention to technological developments
  6. Administration of all employment issues regarding his/her staff

§ 13 Auditors

  • The Auditors shall audit the annual accounts of the Association; the entire accounting system as well as the asset management of the Association shall be audited at least once in the course of each Board mandate.
  • The results of these audits have to be submitted to the General Assembly and the Board, accompanied by Management comments, if necessary, by the Auditors before elections are held for the next term of office of the Board.
  • The members of the Board of Auditors shall be elected by the General Assembly. As a rule, the Auditors are to be elected from among the ordinary members of the Association. 

§ 14 Technical Committees

  • The General Assembly may set up any number of technical committees for the performance of the tasks specified in Article 3, with committee chairpersons being appointed by the General Assembly according to Article 10, paragraph 10. The other members of the technical committees are to be nominated by the Board after consultation with the chairperson of the committee concerned (Article 11, paragraph 5, item 5).
  • Is a rule, the members of technical committees shall be appointed and/or nominated for an indefinite period of time; however, in special cases the General Assembly shall have the right to remove individual committee members or committee chairpersons from office.
  • The members of the technical committees need not be members of the Association.
  • Decisions regarding the reimbursement of expenses, if any, or the remuneration for members of the technical committees shall be taken by the General Assembly on the basis of proposals made by the Board.
  • The committee chairperson and the Board shall draft the rules governing the work of the technical committee concerned with the assistance of the Managing Director.
  • In accordance with the above provisions, a „Quality Committee“ shall be set up as one of the technical committees of the Association. This committee shall adopt the Quality Label Regulation as well as the technical provisions (quality guidelines) governing the award of a publicly recognised quality label to members of the Association. The Quality Label Regulation must be drafted so as to exclude any direct influence by members on the award of the quality label.

§ 15 Amendment of the Statutes

These Statutes may be amended by a decision of the General Assembly taken with a two- thirds majority of votes cast.

§ 16 Settlement of Disputes

  • For the settlement of all disputes arising in matters regarding the Association either between the statutory bodies and the members or between members, a Board of Arbitration can be set up on a case-by-case basis, which takes a final decision. Decisions by the Board of Arbitration concerning the activities of the statutory bodies of the Association must be approved by the General Assembly in order to take effect.
  • Each of the parties involved in the dispute shall nominate one member of the Board of Arbitration. The arbitrators thus appointed shall nominate a third person (not necessarily a member of the Association) to serve as chairperson of the Board of Arbitration. In the event of a tie, the chairperson shall be selected from among those proposed by drawing of lots.
  • The Board of Arbitration shall take its decisions in the presence of its three members by a majority of votes cast.

§ 17 Dissolution and Liquidation of Assets

  • The dissolution of the Association can be decided at an ordinary or extraordinary General Assembly after prior announcement of this item together with the written invitation. The decision to dissolve the Association shall require a majority of two thirds of the votes held by all ordinary members.
  • The liquidation of the Association’s remaining assets shall be carried out by the Board or by liquidators especially appointed for this purpose. The use of surplus assets, if any, shall be decided upon by the General Assembly. 

§ 18 Conduct of Elections

  • According to Article 10, paragraph 7, elections held at the General Assembly shall be subject to the provisions contained in this Article; if elections are held by secret ballot, only paragraphs 2 to 8 shall apply.
  • Votes on the members of the Board shall be taken in consecutive ballots, starting with the election of the chairperson.
  • The voting members are to write down the names of the candidates they are voting for on uniform voting cards to be distributed by the officer in charge of conducting the elections.
  • The candidate receiving more than 50% of the valid votes cast shall be considered elected.
  • Voting shall continue with as many rounds as are required for a candidate to obtain the required majority according to paragraph 4.
  • Members not present at the General Assembly and/or during the elections shall also have the right to stand for election.
  • A minimum of 3 voting members (including the Board in office) may submit written election proposals, separately specifying the candidates for the Presidency and the Vice-Presidency, to the Managing Director (officer in charge of conducting the elections) in due time prior to the beginning of the General Assembly concerned. The officer conducting the elections shall be obliged to announce the candidacies received before starting the electoral process. The announcement of the candidacies submitted only serves the purpose of obtaining a majority of votes in as few rounds as possible.
  • If the result of one round is the same as that of the round immediately preceding it, with no majority of votes obtained, the convocation of an extraordinary General Assembly, subject to observance of the deadline according to Article 10, paragraph 2, may be decided for the continuation of the elections.
  • If votes taken by show of hands result in a tie, the decision shall be taken by drawing lots; otherwise paragraph 4 shall apply.

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