FEDERATION OF ALUMINIUM CONSUMERS IN EUROPE
or “FACE” for short
Professional Federation
CONSTITUTION
CHAPTER ONE
Name, registered office, term, and purpose of the federation
Article 1
A professional federation is hereby constituted, under the name “FEDERATION OF ALUMINIUM CONSUMERS IN EUROPE”, or “FACE” for short.
Its registered office is established in the Brussels-Capital Region. It is currently located at: Rond-Point Schuman 6/5, 1040 BRUSSELS .
It is established for an unspecified term.
Its sphere of activities is the European Union.
Article 2
Its purpose is the study, protection and development of the professional interests of its members.
To that end, it will deal with matters including:
- the various problems relating to the production and marketing of aluminium in the European Union;
- protection of the interests of its members, in all sectors of the European Union, and in particular vis-à-vis international organisations. For this purpose, the federation may join, affiliate to or associate itself with other associations, federations, confederations or groups, national or international, which are pursuing similar aims. Likewise, natural persons or commercial companies may join the federation on the conditions determined by the Board of Directors. By a decision of the General Meeting, the federation may form part of a confederation of professional federations, under the conditions laid down by Article 18 of the law of 31 March 1898 ;
- to promote the study of scientific, technical, economic, social and political problems relating to aluminium, with a view to encouraging the exchange of ideas between all the interested parties;
- to promote the distribution and use of aluminium and the protection of discoveries and inventions relating to aluminium in the interests of its members;
- to publish any document, study or research of any kind, and in any form (printed, electronic, etc.);
- to organise training sessions and courses;
- to inform the public about the activities of its members, in whatever form, and by any means whatever, including conferences, seminars, Internet forums, etc.
CHAPTER TWO
Categories of member
Conditions imposed on members joining or leaving the federation
Article 3
The federation shall consist of full members and observers (honorary members).
The federation shall comprise at least seven full members.
Article 4
To be a member, the following conditions must be fulfilled:
1. natural persons must be at least 16 years of age;
2. all members must accept the constitution of the federation;
3. they require to be admitted by the Board of Directors, except for the founder members;
4. they must be privately-owned or statutory commercial companies.
Article 5
Natural persons or commercial companies established in the European Union may be admitted as full members if they:
- are in a position to carry on, at least in part, an industrial or commercial activity in Belgium in the aluminium sector. These shall be known as ordinary members;
- have similar professional interests to those of the members of the federation, but which are only indirectly involved in the aluminium sector. These shall be known as associate members.
Article 6
The full members undertake:
1. to pay an annual membership fee determined by the ordinary General Meeting, voting by an absolute majority, in accordance with Article 23;
2. to attend or be represented at the ordinary General Meetings mentioned in Article 23, unless reasons are given why this is impossible;
3. to comply with the Constitution and all the rules of the federation.
In the event of admission of a new full member during the financial year, the whole annual fee will be payable by the new member.
Special subscriptions for certain categories of member or for special services to be set up in the context of the activities of the federation may be established by the General Meeting. The Board of Directors may exempt members from payment of subscriptions, and even the joining fee.
Article 7
Natural persons or commercial companies that are not established in the European Union may be admitted as observers, or honorary members, if they are in a position to carry on, at least in part, an industrial or commercial activity in Belgium in the aluminium sector, or if they have similar professional interests to those of the members of the federation, but without being directly involved in this sector.
They shall pay a subscription determined by the ordinary General Meeting, voting by an absolute majority, in accordance with Article 23.
In the event of admission of a new observer during the financial year, the whole annual fee will be payable by the new member.
Observers have the right to attend General Meetings, but do not have the right to participate in discussion and vote.
They will benefit from the same advantages and services as full members. They may participate in all the activities of the federation.
The number of observers may not exceed one-quarter of the number of full members.
Article 8
Any member has the right to leave the federation at any time: in that case, the federation may only require it to pay overdue subscriptions and the subscription for the current year. Resignations must be sent in writing to the Chairman or the Secretary General.
Any member more than three months late in paying its subscriptions is deemed to have resigned.
Article 9
Members may be excluded from the federation:
1. if they fail to comply with the Constitution and the special rules;
2. if they are manifestly damaging the interests of the federation.
Exclusion shall be decided by the General Meeting by a majority of two-thirds of the votes. The interested party must be invited and allowed to put forward a defence.
Resigning or excluded members lose all entitlement to the benefits of the federation.
CHAPTER THREE
Management of the federation – Mode of appointment of managers
Management of property – Type of investment of funds
Mode of settlement of accounts – General meetings
Article 10
The federation shall be managed by a board consisting of a Chairman, two Deputy Chairman and a Secretary General. The latter shall also assume the function of Treasurer.
The members of the Board of Directors are elected for three years from among the full members (ordinary or associate), by a General Meeting, specially convened for that purpose, by a secret ballot and by an absolute majority of votes of the members present and entitled to vote. In the event of a tie, a new vote will be organised the same day.
Article 11
Outgoing members of the Board of Directors may stand for re-election.
Their term of office may be terminated at any time by the General Meeting, specially convened for that purpose. It shall decide by a secret ballot and by an absolute majority of votes of the members present and entitled to vote. In the event of a tie, a new vote will be organised the same day.
The replacement of directors who have died, been excluded, dismissed or have resigned shall take place at the next General Meeting. The director thus elected shall complete the term of the director replaced.
Article 12
Full members and observers of the federation may appoint an honorary Chairman, who has a consultative vote at the meetings of the Board of Directors and at the General Meeting.
Article 13
The Board of Directors shall meet at the invitation of one of its members.
Article 14
Unless there is a clear emergency which is mentioned in the invitation, the Board may only deliberate if at least half its members are present. On a further invitation, the agenda of the meeting may be put to the vote, however many members are present at the meeting.
Decisions are taken by an absolute majority of votes. In the event of a tied vote, the person chairing the meeting shall have the casting vote.
Article 15
The directors shall not receive any remuneration, except for the Secretary General, who will receive a remuneration whose amount and modalities will be set by the Board of Directors. That remuneration may not exceed a gross amount of ten thousand euros (10,000) per month.
Reasonable expenses incurred by directors in the context of their mandate on behalf of the federation will be refunded, on presentation of supporting evidence.
Article 16
Without prejudice to the powers devolved upon the Secretary General and the Chairman, the Board of Directors is charged with all administrative acts not reserved for the General Meeting; it shall take any measures necessary to implement the decisions of the General Meeting, and study the resources necessary to achieve the federation’s goals.
Article 17
The Chairman shall chair the General Meetings. He shall verify the legality of the proxies and the validity of the invitation. He shall also assume a representative role.
Article 18
The Secretary General shall deal with the day-to-day running of the federation.
He shall monitor and ensure the implementation of the Constitution and special rules.
He shall take any measures necessary to implement the decisions of the Board of Directors. He shall sign all the documents, decisions or deliberations and represent the union in all relations with the authorities and third parties.
He is expressly empowered to conduct legal actions, either as plaintiff or defendant, within the limits set out by the law of 31 March 1898 .
He is charged with all the written records of the federation. He shall write the minutes of the Board and the General Meeting.
He shall maintain the list of members of the federation, in accordance with Article 9 of the law of 31 March 1898 , and submit any applications for membership to the Board of Directors. He shall keep the archives of the federation.
The Secretary General shall also fulfil the functions of Treasurer. In this capacity, he is the custodian of the moveable property of the federation, and he shall draw up and maintain an inventory of it.
He is responsible for the cash in hand of the federation, and securities that are entrusted to his care.
He is charged with making payments incumbent on the federation.
He shall collect subscriptions and other amounts due to the federation or to be recovered by it, and issue receipts.
He shall make any investments, movements or withdrawals of funds, indicating the amounts to be invested, moved or withdrawn.
At the end of each quarter, the Secretary General shall give an account of his activities to the other members of the Board of Directors. Once a matter requires measures going beyond day-to-day management and the powers of the Secretary General as mentioned above, the latter is bound to convene the Board of Directors without delay.
Article 19
The Deputy Chairmen shall second the Chairman and Secretary General in their missions. They shall replace, as necessary, the Chairman or the Secretary General, who may delegate some of his powers temporarily to one of them.
Article 20
The funds of the federation comprise all the moveable and immoveable property acquired by it on payment or free of charge, and what the law allows it to possess.
The federation’s funds are derived from the subscriptions of full members, the subscriptions of honorary members (observers), fines, donations and bequests from individuals, subsidies from public authorities, interventions by way of sponsorship or patronage from private companies and by any other profits to which the federation is legally entitled.
Article 21
The General Meeting shall decide on the use of the funds and resources of the federation within the limits imposed by the law of 31 March 1898 .
Under no circumstances may the federation acquire stocks or shares in commercial companies.
Article 22
The members shall meet in the General Meeting at least once per year.
The Chairman or the Secretary General may convene the General Meeting whenever he feels it is appropriate.
He must convene it when one-quarter of the full members request it in writing, indicating the subject that they wish to put on the agenda.
The role of the General Meeting is to elect and dismiss members of the Board of Directors, exclude full members and observers, vote on special rules, amendments to the Constitution, dissolution, scrutiny of the accounts and in general, the discussion of any subject affecting the federation, and which are validly submitted for its consideration.
Its decisions are binding on all members.
At General Meetings, members and directors each have the right to one vote. Except in the cases foreseen by Articles 9, 11 and 24 of the Constitution, decisions by the General Meeting are taken by an absolute majority of members present and holding voting rights.
Members who are unable to attend the meeting may arrange to be represented by another member holding a special proxy. These who use this option shall be counted in calculating the number of presences required. A member may only hold one proxy at a time.
Article 23
One of the general meetings, set for during the second fortnight of the month of January, is devoted to the reporting and verification of the accounts closed on the previous 31st December, and the setting of subscriptions for full members and observers.
At this meeting, which all members must attend or arrange to be represented, the Board of Directors shall present a report on the entire operations of the previous year and submit the annual accounts of income and expenditure, and the accounts of the transactions carried out by the federation pursuant to numbers 1 to 5 of Article 2 of the law of 31 March 1898 for the approval of the meeting.
They must be kept by the Treasurer for inspection by the members, at the federation’s registered office, for a fortnight before the general meeting mentioned above. They may only be made public with the consent of the general meeting.
The accounts thus approved, together with the other documents required by Article 8 of the law of 31 March 1898 , must be sent before 1 March each year by the Board of Directors to the Ministry of Employment and Labour.
CHAPTER FOUR
Modification or revision of the Constitution
Dissolution and liquidation of the federation
Article 24
Amendments to the Constitution and the dissolution of the federation may only be decided validly by at least a three-quarters majority of the members present or represented at a general meeting specially convened for this purpose, and consisting of at least half the members holding voting rights. If the general meeting does not succeed in gathering half the members, directly or by proxy, a new meeting convened for the same purposes shall deliberate validly, whatever the number of members present or represented. The documents amending the Constitution or implementing the voluntary dissolution of the federation shall only take effect after having been filed, approved and published in accordance with Article 1 of the Decree by the Regent of 23 August 1948, coordinating the law of 31 March 1898 on professional federations with the law of 23 December 1946 establishing a Supreme Administrative Court.
The General Meeting that pronounces the dissolution shall appoint the liquidators and determine their powers.
After payment of debts, the funds of the federation shall be distributed as follows:
The amount of donations and bequests shall be returned to the settler or his heirs or lawful successors, provided that the right of repossession was stipulated in the deed establishing the donation or bequest, and that the action is carried out within a year following the publication of the deed of dissolution. The net assets after deduction, if appropriate, of the amount of donation and bequests to the federation, is to be awarded to a similar or related organisation designated by the General Meeting. This designation will only take effect if the allocation of the property is acknowledged to be legal by the Supreme Administrative Court.
CHAPTER FIVE
Arbitration – Judgement of disputes
Article 25
The Board of Directors shall endeavour to reach by mutual agreement with the other party a means of overcoming any dispute affecting the federation either through conciliation or arbitration.
CHAPTER SIX
Internal rules
Article 26
The Board of Directors is competent to draw up internal rules for the implementation of this Constitution. Before being applied, those rules must be approved by the General Meeting.
The same procedure must be observed for amendments to be made to those rules.
