At a meeting to establish the Memorandum of Articles of Association for the trade organisation Euroshore International at the address:
EUROSHORE INTERNATIONAL
Non profit association
At 2000 Antwerp, Entrepotkaai 1
2008, attended by the following personnel (“the Founders”):
- Mr. D’HAESE Geert Werner, born in Aalst on September 13, 1963, residing in 2000 Antwerpen, Allewaertstraat 4, with passport number 002 1118840 97 and with state registry number 63.09.13-099.24 .
- Mr. HULSHOF Willem Jan, born in Dordrecht (Netherlands) on March 8, 1949, residing in 3319 EW Dordrecht (Netherlands), Cederlaan 25, with Dutch passport number NF5109777.
- Mr. VAN MEEL Guido Franciscus, born in Kalmthout on March 5, 1952, residing in 2920 Kalmthout, Prins Boudewijnlaan 8, with passport number 590-2233103-92 and with state registry number 52.03.05-177.10 .
- Mr. VAN NISPEN Marinus Marijn Franciscus, born in Breda (Netherlands) on January 14, 1964, residing in 4715 EX Rucphen (Netherlands), Vlettevaart 26, with Dutch passport number NL1933385.
The following was agreed:
- TITLE I. STATUTES NAME
- HEAD OFFICE
- DURATION
- OBJECTIVE
Article 1
To establish a trade association to be called “EUROSHORE INTERNATIONAL”
Article 2
The registered office of the association is Brussels Buro & design center Esplanade 1 box 87, 1020 Brussels.
The registered office can only be removed within Belgium, outside the municipality by a decision of the Executive Board and with change of statutes.
Any change of address has to be published in the Annex of the Belgian official journal of laws.
The association falls within the competence of the judiciary district of Antwerp.
Article 3
The association has the following objectives:
- To promote the interests of organisations, operating and dealing with the collection, storage, processing and removal of waste originating from shipping taking into account best environmental practices.
- The association shall also exchange points of view and policy of the members to the relevant international and European institutions/organisations and study problems encountered by the members on a daily basis in relation to ship’s waste.
- More particularly, the association will represent their members on international forums to promote the use of port reception facilities. To attain this target, the association can make use of a website, publish brochures, and other media options.
- The association shall also promote standards relating to collection, storage, processing and removal of ship’s waste, including standardisation of codes, creation and promotion of a universally acceptable waste collection/disposal certificate.
- The association wishes to promote fair competition amongst Port Reception Facilities in the whole of Europe and beyond.
- The task of the association is to inform its members of developments in legislation and practice which can be of interest to the members.
Article 4
The association has been established for an indefinite period.
Article 5
The association comprises active members and honorary members. The active members will hereafter be called “statutory members”. The number is not limited, but the minimum is three.
Article 6
Statutory members have to fulfil the following conditions to be admissible to the association:
- They have to either be professionally involved with the collection, removal and processing of waste disposals in the broadest sense, from the marine industry/environment (hereafter also named “individual members”).
A member may also be either a national union or organisation promoting the interests of associations operationally involved with the collection, processing and removal of waste deposit originating from marine industry/environment (hereafter called “professional unions”). - The members will have to subscribe a code of conduct. This code of conduct will be agreed upon by the Board of Directors and approved by the General.
Companies or associations seeking membership have to submit their application in writing to the Board of Directors, which will decide on their acceptance by a simple majority vote. A register of statutory members will be kept at the headquarters.
Article 7
Honorary members are individual persons, which due to their particular contribution and performances towards the association can be proposed as an honorary member. The
General Assembly can limit the number of honorary members. The Executive Board can decide, without redress, about the acceptance or disqualification of an honorary members. The decision to withdraw a member is to be done by registered mail to the person concerned.
The “honorary members” are not obliged to an accession contribution nor a yearly membership. The “honorary members” are not members in the sense and the spirit of the law on limited associations, but they have right of participation to the general meetings with advisory vote.
Article 8
The General Assembly can determine an entrance fee for statutory members, varying for each of the groups with a maximum of ten thousand Euro (10.000 €) for individual members and maximum ten thousand Euro (10.000 €) for professional unions.
Article 9
Each member accepts by his membership all stipulations and obligations which are contained in the statutes.
The statutory members and the honorary members are free to withdraw at any time to resign by sending registered mail to the Board of Directors.
Whenever the statutory members fail to pay their membership at the latest within one month after two written reminders by the Board of Directors, or being involved in a scandal of any kind whatever, the Board of directors will be gathered with the aim to exclude them as member.
Only the General Assembly, with a majority of two third of the votes cast can decide the exclusion of a statutory member. A resigning or expelled member does not have any
claim to any social property and cannot demand reimbursement of any contribution paid by the member.
Article 10
A Register will be held at the register ed office of the association.
This register to contain the surname, first names and residence of the members or, in case it concerns a legal entity, the name, and the address of the registered office.
Moreover, all decisions in regard to entrance, withdrawal or exclusion of members by the Board of directors, must be registered in that register within eight days after
the member has been notified.
Article 11: Contribution
The General Assembly, acting on proposal of the Board of Directors, to fix the amount of the membership fee which eventually has to be paid yearly by the statutory members and which amount can differ in proportion to the group. This may not exceed for the statutory members 10.000€ for individual members and 10.000€ for the professional unions per year.
Article 12: General assembly
The General Assembly is composed of all statutory members.
Article 13
Matters that can be determined by the General Assembly:
- Modification of the statutes
- Assignment and dismissal of directors
- Assignment and dismissal of auditors and stipulation of their remuneration in case a remuneration was granted
- Discharge of the Board of Directors and Auditors
- Approval of the budget and of the auditing account
- Liquidation of the association
- Exclusion of a member
- Reversion of the association into a company with social aim
- All decisions related to the statutes are reserved to the General Assembly.
Article 14
Every year a General Assembly of the statutory members will be held, which will approve the annual accounts of the past year, the budget of the coming year and the policy of the
directors.
The ordinary General Assembly, also called annual meeting, will take place the last Friday of month of March at 10.00hrs; in case this day falls on a Sunday or legal holiday
All statutory members of the association to be invited to the General Assembly by ordinary letter, eight days before the meeting. The agenda will be added to the invitation.
The members are allowed to be represented by another statutory member, providing he holds a written proxy.
Every statutory member is allowed to be represented by maximum two other members.
The meetings to take place at the registered office of the association or at the place indicated in the invitation.
Article 15
Moreover the Board of Directors can convene the General Assembly, whenever the aim or the importance of the association requires it.
The Board of directors will convene the General Assembly in the cases stipulated by law and when one fifth (1/5) of the members or two countries request so.
Likewise every proposal signed by one twentieth of the statutory members is placed on the agenda at the latest one month before the General Assembly.
Article 16
All Members have equal voting rights at the General Assembly and the decisions are taken by majority of votes of the present members except in cases where the law of the statutes are stipulated otherwise.
The General Assembly to be presided over by the chairman of the Board of directors.
The minutes of the General Assembly are to be signed by the chairman following agreement of the members.
They are recorded in the register, which is kept at the registered office of the association.
All members and third parties have right of access to these minutes.
Article 17
The General Assembly can only deliberate and decide about changes, if the motion to change is expressly notified as item on the agenda in the notification of a meeting, and when at least two thirds of the members are present or represented at the meeting.
Any change must receive a majority of two-thirds of the votes cast, except in the case of a motion to liquidate the association when a majority four-fifths of votes present, and by proxy, is required.
In case at the first meeting less than two third of the members are present or represented, a second meeting can be convened, which can lawfully deliberate and decide as well as
accept the changes with the majorities mentioned above without prejudice of the number of present or represented members. The second meeting cannot be held within fifteen days following the first meeting. Furthermore reference is made to article 8 of the law of the 27th June 1921.
Article 18: Board of directors
The Board of directors comprises at least three persons, namely the chairman, the vice chairman and the secretary general. If in any case only three persons are members of the association, the Board of directors requires only two persons. The number of directors has always to be lower than the number of persons which are members of the association.
The directors are nominated by the General Assembly. Their appointment is unpaid and of unspecified term and terminates on their death, dismissal, withdrawal of loss of membership.
The directors form a board. The Council choose a chairman amongst their members. In the absence of the chairman, his function is taken by the vice chairman and in case of the
absence of the latter, by the oldest director in age.
Article 19: Powers
The Board of Directors is authorised to manage and control the association and to act as the legal representative of the association.
All powers, which are not legally and expressly granted to the General Assembly, are assigned to the board of directors.
The General Assembly nominates, on the recommendation of the Board of Directors, the Secretary General.
The Secretary General is responsible for the daily matters and for all administrative tasks.
The Secretary General:
- represents the association on allexternal meetings-
- prepares the internal meetings
- deals with the in and outgoing correspondence
- is the lobbyist towards relevant international and national and public authorities/government agencies and important organisations
- takes care of communicating all useful and necessary information to the members looks after the financial matters reports to the Board of Directors
- The position can be stipendiary
Article 20: external representation:
The Chairman of the Board of Directors represents the association against third parties and in legal action as plaintiff or as defendant.
Article 21:
The Board of Directors meets at the request of the chairman or of two directors and the majority must be present.
The meeting is presided over by the chairman.
The decisions are taken by majority voting.
In case of equality of valid votes, then the vote of the chairman of the meeting is deciding.
The minutes are kept in the register and are to be signed by the directors present at the meeting.
Article 22: Annual accounts
By the end of each financial year the Board of Directors prepares the annual accounts and the budget of next year. These are submitted for approval to the yearly General Assembly.
The annual accounts and the budget have to be notified to the statutory members at least eight days before the General Assembly.
Article 23
The financial control on the association will be done as far as this is legally needed or if the General Assembly decides upon by one or more auditors.
The Board of Directors can decide on the appointment of auditors for the control of the financial accounts.
Article 24
The financial year is from 1st of January to 31st of December.
Article 25
At the dissolution of the association the General Assembly will appoint a liquidator and will stipulate the allocation which will be given to the net asset value of the social shares, which has to be an association with similar objectives as EUROSHORE INTERNATIONAL.
Article 26
Everything not regulated by the statutes/Articles of Association, will be subjected to the stipulations of the lax of 27th June 1921 and the changes made in this.