Polyurea Development Association Europe Articles of Association

Title I
Name and Location of the association

Article 1
The name of the international non-profit association is Polyurea Development Association Europe, constituted for an unlimited period, referred to form here on as “the association”.

Article 2

It is an international not for profit association, constituted for an indefinite period subject to Book 10 of the Code of Companies and Associations regarding international not-for-profit associations. The registered office of the Association is located in Belgium, in the Brussels’ Capital Region. It may be transferred by a decision of the Board of Directors to be ratified at the next general meeting.

Title II
Purposes

Article 3
The purposes of this association on international level are, with the exclusion of any profit making aim:

• To pursue the interests of the European polyurea industry
• To promote the exchange of ideas for the development of the highest standards and operating efficiency within the European polyurea industry;
• To develop methods for improving the conditions and advancing the best interests of the European polyurea industry;
• To create lasting good will between the members and those who manufacture, specify, apply and purchase polyurea materials and services all around Europe;
• To support and promote equal opportunity for all people within the industry, regardless of race, color, religion, sex or national origin;

In order to achieve these purposes, the association can perform all activities, which are necessary or useful, such as:

• Dissemination of technical information through conferences and events on European level
• Exchange of technical expertise during workshops
• Raising and maintaining the highest quality standards through state of the art training

Title III
Membership

Article 4
The association is composed of effective members and honorary members.

The minimum number of effective members may not be smaller than the legal minimum of three. The founders are the first effective members of the association. Only the effective members enjoy the full rights granted to the members by law and the present articles of association.

Article 5
Qualification. Membership in this organization shall be composed of any person, corporation, partnership or association engaged in or interested in the polyurea industry, provided that only one membership shall be granted to each business entity. Each subsidiary entity shall secure separate membership. Anyone qualifying for more than one category of membership will be obligated to pay the highest level of membership.

Article 6
Types of effective membership

Raw Material Supplier Membership. Raw Material Supplier membership in this association shall be limited to persons, corporations, partnership or associations, which provide the raw materials used to manufacture polyurea products.

Raw Material Distributor Membership. Raw Material Distributor membership in this association shall be limited to persons, corporations, partnership or associations, which distribute the raw materials used to manufacture polyurea products.

Equipment Supplier Membership. Equipment Supplier membership in this association shall be limited to persons, corporations, partnership or associations, which manufacture equipment that is used in the installation of polyurea products.

Equipment Distributor Membership. Equipment Distributor membership in this association shall be limited to persons, corporations, partnership or associations, which sell and distribute equipment used in the installation of polyurea products.

Formulator/System Supplier Membership. Formulator/System Supplier membership in this association shall be limited to persons, corporations, partnership or associations, which manufacture products using polyurea materials.

Consultant Membership. Consultant membership in this association shall be limited to persons, corporations, partnership or associations, which provide consultation services to those entities involved in the polyurea industry.

Contractor/Applicator/OEM Membership. Contractor/Applicator/OEM membership in this association shall be limited to persons, corporations, partnership or associations, which install polyurea materials or utilize polyurea materials in the manufacturing of products.

Academic/Government/Student Membership. Academic/Government/Student membership in this association shall be limited to persons, corporations, partnership or associations, which are interested in the polyurea industry. When paying the first membership year, they receive a 2-year free membership.

Engineer/Architect/Materials Specification/Testing Institutes Professional Membership. Engineer/Architect/Materials Specification/Testing Institutes Professional membership in this association shall be limited to persons, corporations, partnerships or associations that support the design, development or maintenance of physical structures through the identification and specification of building materials and systems.

Independent Sales Representative Membership. Independent Sales Representative membership in PDA Europe shall be limited to persons, corporations, partnerships or associations which represent, in an independent contractor capacity, material, equipment or contractor suppliers to the polyurea industry and do not derive income from the purchase and resale of material or equipment related to the polyurea industry.

Article 7
Honorary Membership. Honorary membership may be conferred by the Board of Directors upon any individual interested in the polyurea industry whose past experience in or service to the industry or other special qualifications justify election at such time and under such terms as the board of directors shall determine. The honorary members have the right to participate to the general meeting, without voting rights and without the obligation to pay fees.

Article 8
Application and Admission to Membership. All applicants for membership shall complete and sign a form of application and shall submit the application to the principal office of the association. Such application shall accurately identify the category of membership for which applicant qualifies and shall include an agreement by the applicant to abide by the articles of association and to pay all duly levied dues and assessments for that category which applicant shall hold membership. The application shall be accompanied by payment of the initial fees and dues. Every member must be approved by the Board of Directors deciding by a two-thirds majority of the votes of its members present or represented. Membership shall be granted if the applicant is found to be qualified for membership. Membership shall be dependent upon continued payment of all assessments and annual dues. Members are strongly encouraged to actively participate in PDA Europe meetings, committees and other functions.

Article 9
Exclusion. Members of any classification may be removed from membership only by the General meeting for cause by two-thirds (2/3) vote of members present or represented. For any cause other than non-payment of dues, exclusion shall occur only after the member complained against has been notified of the complaint lodged against him or her and been given reasonable opportunity for defense.

It may be pronounced against any member who has committed a serious violation of the articles of association or the laws in effect. The Board of Directors may suspend (including for the voting right and the participation in the works of the association), until the decision of the general meeting, members who have committed a serious violation of the articles of association or the aforementioned laws.

Upon exclusion, all rights of the members in the organization or in its property and uses thereof shall cease.

Reinstatement. A former member may be reinstated by a 2/3 majority vote of members present or represented of the Board of Directors after presenting proof of qualifications, paying current dues and arrearages and meeting such other criteria as may be imposed by the Board of Directors.

Resignation. Any member may resign by sending a letter of resignation to the President of the Board of Directors, but such action shall not relieve the member so resigning of the obligation to pay any dues, or other charges theretofore assessed.

Article 10
Inspection of Records. The membership ledger, the books of accounts and minutes of proceedings of the members, the board of directors and of executive committees of directors shall be open to inspection upon the written request of any member within five (5) days of such request during ordinary business hours if for a purpose reasonably related to his interests as a member.

Inspection of the articles of association. The association shall keep in its principal office for the transaction of business the original or a copy of these articles of association as amended or otherwise altered to date, certified by the secretary, which shall be open to inspection by the members at all reasonable times during business hours.

Title IV
Meeting of Members and Voting

Article 11
General Meeting. The association shall hold annually a general meeting of the members to approve the budget and the annual accounts as such time and place as is determined by the board of directors.

Notably reserved to its competence by law are:

• the amendments of the articles of association,
• the appointment and dismissal of the directors,
• the discharge to be granted to the directors,
• approval of the budgets and accounts,
• the voluntary dissolution of the association,
• the exclusions of members,
• the transformation of the association into a company with a social purpose.

Article 12
The association can meet in an extraordinary general meeting at any time by decision of the Board of Directors or when at least one-fifth of the effective members so request. Each meeting will be held on the day, at the hour and in the place set forth in the convocation.

Article 13
Notice of Meetings. Written notice of the annual meeting of the association shall be sent to the last known address of each member not less than fourteen (14) days nor more than forty (40) days before the date of the meeting. The agenda of the meeting must be included in the convocation.

Article 14
Voting. At all general meetings of the association, each effective member shall have one (1) vote, provided that its membership dues have been paid. Each effective member can be represented by another effective member. However, no member may hold more than two powers of attorney. Any power of attorney must be given in writing.

Elections and Mail Voting. All election processes of the association and such other voting matters as may be determined by the Board of Directors may be conducted by mail, facsimile, Email or such other method as may be expedient for presentation of information to the membership and solicitation of responses.

Article 15
Quorum of Members. Resolutions are adopted by a simple majority of the votes present or represented, unless decided otherwise by the law or by the present articles of association. At any meeting of the members, quorum shall consist of forty-percent (40%) of the members present or represented.

However, the general meeting can only validly deliberate on the dissolution of the association or amendment of the articles of association if the amendments or the dissolution are explicitly stated in the convocation and if the meeting brings together at least two-thirds of the effective members whether they are present or represented.

The amendment of the articles of association or the dissolution may only be adopted by a two-thirds majority of the votes of the members present or represented. In addition, in case the amendments are related to the modification of the purpose close, a majority of 4/5 is required.

If the quorum is not met at the first meeting, a second meeting can be convened, which may deliberate regardless of the number of members present or represented by the majorities provided for in this article.

Article 16
Amendments to the statutes
Any amendments of the issues concerned by article 48, paragraphs 1, 2 of the law of 27 June 1921 need royal approval. The other statutes amendments, concerned by article 48, paragraphs 5, 7, are made by means of a document certified by a notary public.

Title V
Board of Directors

Article 17
Authority and Responsibility. The board of directors shall supervise the affairs of the organization, its committees and publications; shall determine its policies or changes therein; shall actively pursue its purposes and supervise the disbursement of its funds. The board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, delegate certain of its authority and responsibility to the executive committee.

Article 18
Composition. The association is administered by a board composed of at least three (3) and at most thirteen (13) directors. The board of directors shall appoint amongst themselves a president, president-elect, secretary/treasurer, immediate past president.

Article 19
Election and Term of Office. The Directors shall be elected by the general meeting through a simple majority vote, the results of which will be announced to the membership. All Directors shall serve for terms of two years, half to be elected each year.

Re-Election. Board of directors may serve, if duly re-elected by the membership, for two consecutive terms. If a director has served two consecutive terms they then must wait at least one (1) year before being eligible for re-election. The President may serve for more than two consecutive mandates without waiting for a year to be re-elected.

Article 20
Quorum of the Board. At any meeting of the board of directors a majority of the directors shall constitute a quorum.  Decisions are adopted by a simple majority of the voting members present or represented. In the event of a tie, the vote of the President or his/her representative is decisive. The members of the Board may participate in the meeting by all appropriate means of communication (video conference, e-mail, conference call, etc.) without their physical presence being obligatory.

Article 21
Meetings. The board of directors shall have at least four (4) meetings per year. The annual meeting of the board of directors shall be held before the annual general meeting. Immediately following the adjournment of each annual meeting of the members, the board shall meet. Other meetings of the board of directors may be called by the president, or by any three (3) members of the board of directors.If a director is absent from two (2) meetings in any one (1) fiscal year for reasons which the Board shall determine to be insufficient, his or her resignation from the Board shall be deemed to have been rendered and accepted, and such director shall be so notified.

A director who may be absent from a meeting may designate another director as representative to attend such a meeting by way of power of attorney. A director can only represent one other director.

Unless otherwise indicated by the Board of Directors for all or part of a meeting, Board of Director meetings will be open for attendance of members or other approved visitors.

Notice of Meetings. Notice of each annual meeting of the board of directors shall be sent not less than ten (10) days nor more than forty (40) days prior to the date of the meeting. Notice of special meetings shall be mailed at least five (5) days before the meeting. Notice shall be sent to the last known mailing address of each director, except that, in the case of special meetings, notice may be sent by fax. Each notice of a special meeting shall specify the purpose for which such meeting is being held. Meetings of the board of directors may also be held upon waiver of notice by all directors.

Place of Meeting.  The annual meeting of the board of directors shall be held at the site of the annual general meeting of the members. Special meetings shall be held at such time and place as the president or the persons requesting the meeting may designate.

Article 22
Vacancies and Removal.  Any vacancy occurring on the board of directors between annual meetings shall be filled by the President with the approval of the board of directors. A director so selected to fill a vacancy shall serve the term of his predecessor until the next general meeting.

Article 23
Legal Counsel. The board of directors shall employ qualified legal counsel who shall attend the annual meeting of the members and the board of directors meetings and such other meetings as the board of directors and counsel deem appropriate for the protection of the association and its members.

Article 24
Representation
Towards third parties, the association will be represented by two directors acting jointly.

The day-to-day management of the association, as well as its representation with respect to this management, may be delegated by the Board of Directors to one or several persons, who form the Secretariat of the association. Their powers and possible salary will be established by the Board of Directors

Title VI
Internal rules and consultative committees

Article 25
Internal rules will be presented by the Board of Directors to the general meeting. Changes to these rules and to this charter may be made by a general meeting deciding by simple majority of the effective members present or represented.

Article 26
The Board of Directors can install consultative committees (such as a membership committee, a planning committee, etc.), define their mission, composition and mode of deliberation.

The constitution, the working and the dissolution of the committees are explained in the internal rules of the association.

Title VII
Dues, Fees, Assessments and Finances

Article 27
Annual Dues.  The board of directors shall establish the annual dues of members by vote of three-fourth (3/4) of all directors. The directors may, by three-fourth (3/4) vote, establish classifications of members for dues purposes and establish different dues for different classes. The board of directors may make special arrangements for payment of dues by new members, or by other members, for limited periods of time as in its sole discretion seem justified.

Assessments. The board of directors may levy special assessments on the same proportionate basis as annual dues by vote of three-fourth (3/4) of all directors; payable as specified by the directors.

Annual Report. An annual report to members shall be rendered during the annual meeting. Such report shall indicate the current financial condition of the organization including revenues, expenditures and projected expenses.

Contracts, Deeds, Etc, How Executed. The board of directors, except as in these articles of association otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the association, and such authority may be general or confined to specific instances

Article 28
Fiscal Year. In general, the fiscal year starts on January 1 and end on December 31 of each year. Exceptionally, the first fiscal year will end on December 31, 2007

Title VIII
Property, Rights and Privileges

Article 29
The association may acquire by purchase or gift any real and personal property for the association’s own use. No gifts shall be accepted, except only upon three-fourth (3/4) vote of the board of directors, nor shall any gift be accepted which imposed conditions or financial, political or other burdens upon the organization contrary to its objectives and purposes and contrary to its best interests. Upon proper qualification and compliance with all rules and regulations of the organization, members shall enjoy all rights and privileges regarding the property of the organization.

Title IX
Indemnification

Article 30
Any person made a party to or threatened with any civil, criminal or administrative action, suit or proceeding by reason of the fact that he or she is or was a director or officer of the association shall be indemnified by the association, against the reasonable expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with such action, suit or proceeding, or in connection with any appeal therein, except as to matters as to which such director or officer is guilty of negligence or misconduct in the performance of his duties. Such indemnification shall not be deemed exclusive of any other rights to indemnification to which such director or officer may be entitled apart from this bylaw. The association may purchase and maintain insurance against any liability asserted against officers and directors which may be asserted by virtue of serving in such capacity or which may arise because of such status, whether or not the association would have the power to indemnify against such liability.

Title X
Dissolution

Article 31
In the event of dissolution of the association, the general meeting will designate the liquidator(s), will determine his (her/their) powers and will indicate how the net assets of the association are to be allocated.

Article 32
In all cases of voluntary or judicial dissolution, at whatever time and regardless of the reason it has come about, the net assets of the dissolved association will be allocated to other not-for-profit organisations pursuing an identical or similar purpose, to be designated by the general meeting.