/ESHA_Statutes_2010_EN

ESHA Statutes

I.

DENOMINATION, REGISTERED SEAT Article 1 Denomination

The association is an international non-profit association and is called “European Small Hydropower Association”. The acronym in any language shall be “ESHA”.

The association is governed by the present statutes and the Belgium Law of 27th of June 1921as amended.

Article 2 Registered Seat The registered seat of the association is located in Rue d'Arlon 63-67, 1000 Brussels, Belgium, belonging to the jurisdiction of Bruxelles –Capitale. It can be transferred to any other place in Belgium by decision of the Governing Board. This decision has to be published in the appendices of the Moniteur belge according to the respective legal provisions.

Article 3 Duration The association is constituted for unlimited duration.

II.

OBJECTIVES AND ACTIVITIES Article 4 Objectives

The association has the following objectives:

1

a) To study and promote sustainable use of water to generate electrical energy from small production units of a capacity lower than 10 megawatts i.e. small hydropower (in further text: SHP), b) To unify the European SHP associations, industry and R&D institutions in a strong association, so that a maximum of SHP producers and other stakeholders, who are members of a national or regional association, would be members of ESHA; c) To represent the SHP at European and international level; d) To promote SHP on the international level, in particular in developing countries; e) To ensure that the association is open to members of other professions, consultants, SHP equipment manufacturers as well as individual or corporate members and associations, Article 5 Activities The Association carries out in particular the following activities in order to achieve its objectives:

a) Actively represents and supports its members and their interests on European level; b) Supports any initiative on national or international level aimed at promoting the production from SHP and other sources of renewable energy; c) Promotes and protects the image of the ESHA as representative organization of all the interests of SHP in Europe; d) Ensures that the policy of the European Commission, the European Parliament and the Council of Ministers evolves in a way which fosters future development of SHP but also of a structure, which safeguards the viability of the existing capacity; e) Advocates for stimulative, efficient and stabile support systems for SHP in order to ensure further development of the sector; f) Advocates for adequate legal and administrative framework and conditions such as common administrative procedures for the development and the proper functioning of SHP in Europe; g) Develops standards and supports the technical quality of the European industry for SHP and exploits this expertise by export of goods and the services from Europe; h) Receives and distributes legal and technical information to the members; i) Cooperates with public bodies, authorities, institutions and other bodies on political and administrative level (local, regional, national and European) on SHP issues; j) Organizes meetings, working groups, conferences and other events in line with the objectives of the Association; k) Provides information services to the members of the association; l) Undertakes, organizes and/or coordinates studies on scientific, technological, economical, sociological, legal, political, and ecological questions which are related to objectives of the association;

2

m) Cooperates with institutions outside Europe for the promotion of Small Hydropower in developing countries; n) Promotes the dialogue with different stakeholders on SHP issues; o)

Conducts any other activities in line with the Belgian law which support the objectives of the association.

III.

AGENCIES OF THE ASSOCIATION Article 6

The agencies of the association are: a) General Assembly; b) Governing Board; c) Executive Board; The association is directed by the General Assembly and managed by the Governing and Executive Board.

The mandate of members of the agencies, except the General assembly, is two (2) years.

The mandate of the elected members will terminate at the end of the next election session. If the position or job of the person (representative) in the ESHA member organization that has nominated him terminates, the mandate in the agencies will also terminate. If due to the premature termination of the mandate a new election is required, the election will only be valid for the remaining period of the retired member.

IV.

MEMBERSHIP Article 7

Number of members and admission The number of members of the association is not limited. The minimum is fixed at three.

A subject, interested to become member of ESHA will become a candidate by signing the application form and paying the advance payment on the membership fee.

A candidate for the membership will become a member upon a positive decision of the Governing Board.

The Governing Board will check if the candidate fulfils the conditions under article 8 to become a member.

3

A candidate whose application was rejected has the right to lodge a complaint to the General Assembly whose decision is final. In case of final rejection the advance payment will be reimbursed to the candidate.

Article 8 Type of members, rights and obligations The membership in the association is voluntary. Any physical or legal person can become a member of the association.

The membership of the association shall comprise full and associate members.

Full membership of the association shall be open to: a)

National associations (National SHP associations from geographical Europe representing the SHP on national level);

b)

Corporate (Companies, their branches or subsidiaries, or their business associations which have their business activity in the field of SHP provided that they have their registered seat within geographical Europe);

c)

Education and R&D (Research and educational institutions, technology centers and other bodies dealing with R&D, prototypes and demonstration activities in the field of SHP technology);

d)

Honorary members.

Associate membership shall be open to: a)

National SHP associations from outside geographical Europe representing the SHP sector at national level;

b)

Professional associations operating in the fields of energy and environment;

c)

Students;

d)

Individuals having a special interest in SHP;

e)

Any legal entity interested in sponsoring the association.

The definition of the geographical Europe will be set in the by-laws, taking into consideration political, historical and geographical characteristics of each state in question. EU member states are already part of the geographical Europe.

All members have the right to: a) Use the services of the association; b) Be informed of the actions of all of the association’s bodies: c) Express their opinions and give suggestions to improve the work of the association.

4

All members have an obligation to: a) Pay the membership fee and other contributions, defined by the Governing Board; b) Actively participate in the given tasks and the realization of the objectives of the association; c) Respect the statutes and to act in accordance with the decisions of the associations bodies; d) Present all necessary data and documentation needed to reach the objectives and goals of the association or to represent the SHP on European level.

The decisions, reached by the General Assembly and the Governing and Executive Boards are binding also for the candidates for the membership.

Every member who is a legal entity must nominate one representative to act on its behalf and represent the member in ESHA. The representation must be provided to the Governing Board in written form and substituted each time a member changes its representative. A representative may in exceptional cases nominate his or her substitute.

Every member of the association may propose an honorary membership to be given to a meritorious and distinguished member or ex-member of ESHA. The General Assembly decides upon proposal considering the opinion of the Governing Board.

Associate members do not have voting rights and cannot be elected for the Governing or Executive Board.

Regarding the participation in the meetings of the General Assembly as well as the receipt of information, bulletins and documents published by the association’s office, associate members have the same rights as full members.

Article 9 Voting On all levels and bodies of the association the following rules will apply in case of voting.

Only full members of the association have the voting right.

In General Assembly full members have the voting rights as follows: -

Members under Art.8, § 3.a (National Associations): 3 votes each;

-

Members under Art.8, § 3.b, 3.c and 3.d (Corporate, Education and R&D, Honorary): 1 vote each.

In all other agencies and bodies of the association each member of that agency or body has 1 vote.

5

Decisions can be taken by simple or qualified majority. The simple majority means more than 50 % and the qualified majority means more than 75 % of all votes, providing the requested quorum is met.

The president of the association has a prevailing vote in case of parity.

All voting is by default public unless the body in session decides otherwise by a simple majority.

Article 10 Membership suspension, termination and exclusion The membership will terminate in the following cases if a member: a) Cancels its membership by a written letter sent to the Governing Board; b) Fails to pay its membership fee after the second written admonition; c) Violates the interests of the association or acts against the objectives of the association; d) Ceases to exist; e) Has declared bankruptcy; f) Merges with other member or divides into separate entities.

The decision to exclude a member on the grounds referred to in this Article under b) and c) and after considering member’s deposition and evidence can only be taken by the Governing Board by a qualified majority. Until such decision the membership of the member in question is suspended until the voting takes place. The decision of the Governing Board in this matter is final.

While suspended, a member can only attend meetings of the General Assembly, but does not have a voting right.

A member whose membership is suspended or terminated does not dispose of any right or interest in the assets of the association. It remains liable for all unpaid membership fees and other liabilities and cannot claim the reimbursement of membership fees or other sums. If the unpaid membership fees and liabilities are impossible to determine, the values of the previous year will be taken as the basis for the calculation.

V.

GENERAL ASSEMBLY Article 11 Composition and scope

The association is directed by the General Assembly, which is the highest agency of the association.

6

The number of members of the General Assembly is not limited in any way.

Article 12 Competences The General Assembly is the sovereign authority of the association. It has the comprehensive competence for acting for the association as recognised by law and covers in particular: a) The election or removal of the President and vice presidents; b) The election or removal of members of the Governing Board; c) The modifications of the statutes of the association; d) The approval of the annual accounts and the budget for the next year; e) The approval of annual investments over 100.000 â‚Ź; f) The deliberate dissolution of the association.

Article 13 Convocation of the General Assembly The ordinary General Assembly must be held during the first semester of a year. By decision of the Governing Board or on written demand of at least one fifth (1/5) of the members of the association, counting their votes, an extraordinary General Assembly can be called at all times. Each meeting is to be held on the day, hour and in the place as mentioned in the convocation. All members have to be convoked.

The convocation to the General Assembly must be done by the Governing Board in writing to all members of the association, full and associate, at least twenty one days (21) before the General Assembly takes place and must contain the agenda.

Without prejudice to the applicable legal provisions, the General Assembly can deliberately add points which have not been mentioned in the agenda if the qualified majority of the votes present is reached. Decisions on these added points to the agenda can only be taken by the qualified majority of the votes present.

Unless the law of the 27th of June 1921 as amended provides differently, the General Assembly is composed validly if at least half (1/2) of its members are present or represented if the General Assembly needs to modify the statutes or dissolve the association. In the absence of a quorum, a second assembly must be held within six weeks at which no quorum is required and it will valid composed even if there is only member present or represented.

Any full member can represent not more than three (3) impeded full members by proxy. The secretary general shall be informed in advance on the substitution.

7

The General Assembly is chaired by the President. The decisions of the General Assembly are recorded in writing in form of a protocol, signed by the President or his representative. The protocols are forwarded to all members and at least one copy is kept at the registered seat of the association. The protocols are to be prepared by the Secretary General.

Article 14 Voting in the General Assembly Only full members of the association have the right to vote at the General Assembly, according to Art. 9.

All decisions in the General Assembly are taken by simple majority except for the following, for which a qualified majority is required: a) Changes of the statutes;

VI.

GOVERNING BOARD Article 15 Composition and scope

Governing Board is a strategic body of the association.

The Governing Board is composed of a minimum of three representatives of full members of the association.

The maximum number of members is calculated by the following formula: 2 x NA -1, where NA is the number of members under Art.8, ยง3a (National Associations) at the time of each meeting of the Governing Board.

Every representative of a full member can be elected as a member of the Governing Board on basis of written application sent to the Governing Board. The president of the association is a permanent member of the Governing Board and National Associations (Art.8, ยง3a) have a priority to be elected.

The members of the Governing Board are elected by the General Assembly for a two (2) years term which is renewable.

The responsibilities of the Governing Board comprise in particular: a) the admission and exclusion of members of ESHA;

8

b) the election or removal of members of the Executive Board;

c) the election or removal of the Treasurer; d) the strategic line of the association; e) to approve the annual report, the financial statement; f) to approve the annual and long-term work program, the annual budget and the plan of annual investment which are subject to the approval of the ordinary General Assembly; g) the approval of annual membership fees; h) to authorize the studies and research, approve the financial commitments above 100.000 EUR. It will watch in particular if these projects correspond to the realization of the object of the association and with the deontology of the professions concerned; i)

to elaborate the by-laws;

j)

to decide upon the membership of ESHA in other associations;

k) to ensure that the decisions approved by the General Assembly as well as the provisions of the present statutes are completely respected.

Article 16 Convocation of the Governing Board The convocation to the Governing Board must be done by the President or by the Secretary General acting upon his orders in writing (letter or email) at least fourteen days (14) before the meeting takes place and must contain the agenda. The Governing Board must also be convoked when a quarter (1/4) of its members ask for it in writing. A board meeting shall take place at least twice a year.

The Governing Board can deliberately add points which have not been mentioned in the agenda if the simple majority of the votes present is reached. Decisions on these added points to the agenda can only be taken by the simple majority of the votes present.

The Governing Board is composed validly if at least one third (1/3) of its members are present or represented. In the absence of a quorum, a second meeting must be held within six weeks at which a quorum of one fifth (1/5) is required.

Any member of the Governing Board can represent not more than three (3) impeded members of the board by proxy. The secretary general shall be informed in advance on the substitution.

The decisions of the Governing Board are recorded in writing in form of minutes, signed by the President or his representative and Secretary General. The minutes are to be prepared by the Secretary General and approved during the same meeting or during the following one, and have to be circulated among all the members of the board and be at the disposal of its members.

9

The President can freely invite people to attend the Governing Board meeting without any vote right.

Article 17 Voting in the Governing Board All decisions in the Governing Board are taken by simple majority except for the following, for which a qualified majority is required: a) exclusion of members, on the statute basis; Each member of the Governing Board has one (1) vote. The president or his representative has a prevailing vote in case of parity.

Article 18 Salaries and costs of the Governing Board The members of the Governing Board are not to be paid by the association for their activity as member of the board. However, they can exceptionally receive the refunding of travel expenses on documentary evidences and after agreement is taken on this subject by the Executive Board.

VII.

EXECUTIVE BOARD Article 19 Composition and scope

The Executive Board is the operative body of the association.

Every member of the Governing Board can be elected to the Executive Board for the term of two (2) years, given that it is an active member of the association. The number of members of the Executive Board is limited to eight (8). The president of the association is a permanent member of the Executive Board.

The Executive Board is responsible for the whole administration of the association and shall organize, promote and watch the fulfillment of the objectives of the association under reserve, in certain cases, of any decision approved by the General Assembly or the Governing Board. It will watch in particular if the undertaken projects correspond to the realization of the object of the association and with the deontology of the professions concerned.

The responsibilities of the Executive Board comprise in particular:

10

a) Appointment and dismissal of all agents, employees and members of personnel of the association, including the determination of their tasks and remuneration; b) To prepare the annual work program for the coming year, the annual report, the financial statement, the annual budget and the plan of annual investment that will be presented to the Governing Board to be approved by the General Assembly; c) To prepare the proposal for annual membership fees; d) To decide and propose the studies and research, approve the financial commitments under 100.000 EUR, and approve designation of subcontractors; e) To ensure and facilitate that the decisions approved by the General Assembly, the Governing Board are completely respected; f) To decide on the creation of working groups and scientific or advisory committees.

Members of the Executive Board will perform the auditing activities and have accordingly the following rights and responsibilities: a)

Control and supervise the accounts and financial activity of the association;

b)

Propose actions to the Governing Board and Secretary General regarding financial issues of the association;

c)

May impose actions to the President and Secretary General in order to respect the legality of operations and to avoid financial faults or instability of the association;

d)

Prepare reports for the Governing Board.

Members of the Executive Board must have unrestricted access to all the documents, financial or not, of the association, as well as to all relevant data, accountant and lawyer. However, they have to announce by means of letter or e-mail their examination to the body concerned at least 3 days in advance.

The provisions of the §5 and §6 of this article apply without prejudice to the provisions of Article 53 of the Belgium Law of 27th of June 1921.

The Executive Board can appoint a Secretary General to whom it delegates the daily management of the association, together with usage of the signature, linked to this task of management. The Executive Board will determine the Secretary General’s power, mandate, salary or honorarium, as well as rights and responsibilities, by written contract, which will be signed by the President on behalf of the Executive Board.

The Executive Board can create working groups or establish scientific or advisory committees which shall support the work of the board and help to achieve the objectives of the association. These working groups and committees shall report their works to the Executive Board and, if necessary, to the Governing Board.

The members of the working groups and committees can be all members of the association, as well as nonmembers.

11

Article 20 Convocation of the Executive Board The convocation to the Executive Board must be done by the President or by the Secretary General acting upon his orders in writing (letter or email) at least fourteen days (14) before the meeting takes place and must contain the agenda. The Executive Board must also be convoked when a half (1/2) of its members ask for it in writing. A board meeting shall take place at least four times a year.

The Executive Board can deliberately add points which have not been mentioned in the agenda if the qualified majority of the votes present is reached. Decisions on these added points to the agenda can only be taken by the qualified majority of the votes present.

The Executive Board is composed validly if at least one half (1/2) of its members are present or represented.

In the absence of a quorum, a second assembly must be held within six weeks at which a quorum of one third (1/3) is required.

Any member of the Executive Board can represent not more than two (2) impeded members of the board by proxy. The Secretary General shall be informed in advance on the substitution.

The decisions of the Executive Board are recorded in writing in form of a minutes, signed by the President or his representative and Secretary General. The minutes are to be prepared by the Secretary General and approved during the same meeting or during the following one, and have to be circulated among all the members of the board and be at the disposal of its members.

Article 21 Voting in the Executive Board Each member of the Executive Board has one (1) vote.

All decisions in the Executive Board are taken by simple majority.

Article 22 Salaries and costs of the Executive Board The members of the Executive Board can be paid by the association for their activity as member of the board and receive the refunding of travel expenses on documentary evidences and after agreement is taken on this subject by the Executive Board, given that the financial situation of the association is favorable.

12

VIII.

PRESIDENT AND VICE-PRESIDENTS Article 23 Election and dismissal

The president and the vice-presidents are elected by the General Assembly. Every full member of the association, who is a member of the Governing Board and presents a formal candidature, can be elected president or vice-president.

The president shall be elected for a term of two (2) years renewable twice whereas the second re-election shall require a qualified majority of votes.

The president of the association is a permanent member of the Governing and Executive Board. He has a discretion right to invite any member of the association, full and associate, or other people by his choice to participate in the meetings of the agencies and bodies of the association, without impeding the voting rights declared by these statutes.

If the president acts contrary the objectives or the interests of the association or violates otherwise the interests of its members, he can be dismissed from his function as president upon decision of the General Assembly. The details are regulated in the by-laws.

The vice-presidents shall be elected for a term of two (2) years renewable once. They may be elected again after a break of at least one year.

Article 24 Scope and function The President represents the association vis-Ă -vis third parties being responsible of the image and the promotion of the association. The President represents the association towards juridical institutions in all legal actions as defendant or plaintiff, in case of the latter only upon decision of the Governing Board. Apart from legal actions the president can delegate within the provisions of the Belgium law either permanently or on a case by case basis part of his functions to the vice-President or the Secretary General.

The president shall be responsible for: a)

Chairing the meetings of the General Assembly, as well as those of the Governing and Executive Board;

b)

Assuring, as possible, that the taken decisions are respected;

c)

Representing the association and present the policies agreed by the Governing and Executive board for the authorities, the companies, the societies and the entities of any kind, present reports and

13

validate by his signature any document which, without implying any financial responsibility, could be necessary for the wellbeing and for the development of the association; d)

Approving payments as well as all the documents implying a financial responsibility. In that case, the signatures of the president and the treasurer will be necessary;

e)

Signing contracts approved by the Governing and Executive board.

The vice-presidents will assist the meetings and will replace the president during his absences on in case he is dismissed or has renounced his position. They will have in such circumstances of the powers of the president. The president can entrust one of his powers to the vice-president.

The vice-president cannot appoint its substitute.

IX.

SECRETARY GENERAL AND THE TREASURER Article 25 Secretary General

The Secretary General is appointed by the Executive Board.

The Secretary General is responsible for the day to day administration of the association. In addition, his or her competences include in particular: a)

To Prepare, regulated and supervised by the Executive board:

− − − − −

the annual work program, the annual budget, the annual report, the financial statements and, the budgets and accounts.

b)

To keep the register of members of the association;

c)

To organize and control the activities and the administrative and financial departments of ESHA and give report every three months to the Executive Board;

a)

To serve as secretary during every meeting held within the framework of the association;

b)

To produce the list of the present or represented members, during every meeting of the General Assembly or the Executive and Governing Board and verify that all the time the required quorum is reached;

c)

To watch every vote, during the meetings of the General Assembly and the Executive and Governing Board, and register the results;

14

d)

To draft the official reports of every meeting held within the framework of the association, note the relevant questions and include the complete text of the decisions;

e)

To assume the functions and responsibilities of the treasurer until the Governing Board appoints one, or if the indicated appointed treasurer is absent or in the incapacity to work;

f)

To and generally speaking, carry out any tasks and any missions defined by the president and under his authority, as well as the actions imposed by the Executive Board.

The Secretary General may be a professional, employed by the association, whereas the content of the contract, according to these statutes, is defined by the Executive Board.

Article 26 Treasurer Every full member of the association, who is a member of the Governing Board and presents a formal candidature, can be elected Treasurer.

The Treasurer is elected by the Governing Board for a term of two (2) years renewable once and has the following responsibilities: a)

Attend the meetings;

b)

Keep the accounts;

c)

Manage all goods confided to the association under the control of the president;

d)

Pass on any accounting data requested by the General Assembly, the Executive and Governing Board and the Secretary General.

The Treasurer cannot appoint its substitute. In case he or she renounces the post or is dismissed from it the Secretary General will be acting Treasurer until the election of the new one is done.

The Treasurer is not to be paid by the association. However, he can exceptionally receive the refunding of travel expenses on documentary evidences and after agreement is taken on this subject by the Executive Board.

X.

BUDGET, CONTRACTS Article 27

To reach its objectives, the association will depend on its own possessions, which are independent from those of its members, and result from following sources of incomes:

15

a)

The annual membership fees, not exceeding 100.000 EUR per member;

b)

Subsidies resulting from official or private institutions;

c)

The activities, which are carried out according to Art. 5 for the purpose of reaching the objectives of the association;

d)

Any other income from contributions of any kind, donations, sponsorships, inheritances, credits and collaborations.

The Executive Board will prepare and the Governing Board will approve the proposal for the annual membership fees at least 60 days prior to the General Assembly meeting.

The accounting period starts on January 1st and is closed on December 31st.

Article 28 The association can make contracts, agreements or similar documents in order to reach its objectives.

The contract can also be signed in order to define a membership fee and field of cooperation with a corporate member and professional associations, according to Art. 8, ยง 3b and ยง 4b, as well as in case of membership in other associations, according to Art. 15, ยง7j.

All contracts will be signed by the president of the association.

XI.

MODIFICATION OF THE STATUTES, DISSOLUTION Article 29 Modification of the statutes

Without prejudice to the applicable legal provisions any proposal aiming at the modification of the statutes or the dissolution of the association has to emanate from the Governing Board or from at least half of the full members of the association. The convocation to the General Assembly which will vote on such a proposal must be sent to the members minimum two months in advance of the meeting and include the text of the proposal.

The General Assembly can only validly deliberate upon actions from the previous paragraph if it gathers the qualified majority of the votes. In the absence of a quorum, a second assembly can be convoked under the same conditions as above when the quorum required will be at least one third (1/3).

16

A modification of the statutes needs to be adopted by a simple majority of the members present or represented. In case the modification is related to or affects the association’s objectives and activities for which the association was set up, these modifications can only be adopted by a qualified majority of the votes of members present or represented.

Article 30 Dissolution of the association In case of deliberate dissolution, the General Assembly will by simple majority of votes nominate two executors and determine their power. In all cases of deliberate or judicial dissolution, regardless the moment or the cause for the dissolution, the net worth of the dissolved association will be allocated to similar works, to be designed by the General Assembly.

Article 31 The conditions on which these statutes shall be implemented are set out in the by-laws of the association.

Article 32 All what is not envisaged in the present statutes, in particular the publication of the statutes to the appendices of the Belgian Monitor is regulated in accordance to the law of the 27th of June 1921 as amended.

Lausanne, 16 June, 2010

17