Articles of NAMUR
Article 1 Name, Registered Office (Seat)
(1) The name of the association shall be "NAMUR - Interessengemeinschaft Automatisierungstechnik der Prozessindustrie" (English translation: User Association of Automation Technology in Process Industries).
(2) It shall be entered into the Register of Associations at the Local Court (Amtsgericht) Köln. Once it has been entered, the letters "e. V." for "registered association" shall be added to the name.
(3) The registered office of the Association is Leverkusen.
(4) The business year of the association shall be the calendar year.
Article 2 Purpose and Pursuance of Purpose
(1) The purpose of the Association is the promotion of the interests of the process industry in the area of automation technology. Automation technology covers, in particular, measurement and control technology, process control technology, process management including operations management and logistics systems, as well as electrical engineering throughout the entire life cycle of a system from planning, procurement, installation, operation and maintenance to decommissioning.
(2) The purpose shall be achieved, in particular, through the following measures:
- Exchange of experience between members;
- defining the "state of the art";
- identification of new technologies taking account of the aspect of benefit to the user, in particular by describing requirements and demands for new devices, systems and technologies or devices, systems and technologies that are still to be developed;
- raising awareness for the significance of automation technology in the process industry;
- promoting the development of qualified young people for the future;
- performance of lecture events for members of the Association.
(3) The financial resources of the Association may only be used for the purposes laid down in these Articles. The members of the Association shall not receive, in their capacity as members, any profit shares or other allocations from the funds of the Association. No member or person shall become the beneficiary of expenses that are alien to the purpose of the Association or of inappropriately high compensations.
Article 3 Membership
(1) The following parties are eligible to become ordinary members of the Association:
- Companies in the process industry and related industries which operate process engineering systems and hold responsibility as operators of these systems;
- Businesses providing technical support in the area of automation technology to companies of the process industry, also without having operator responsibility, provided that they are not members of a manufacturers' association;
- Legal entities which are mainly active in the technical and scientific field in the area of automation technology, including universities, associations, societies or federal institutions or agencies.
(2) The Board of Management decides upon application to become a member of the Association. The application must be in writing and should include, in particular, a description of the company's activities. Admission to the Association takes effect upon receipt of a declaration of acceptance. Applicants receiving a negative decision, in which the reasons for the refusal to accept the applicant as a member have to be stated, may lodge a complaint. The complaint shall be submitted in writing to the Board of Management within one month of the receipt of the negative decision. In such case, the next ordinary Annual General Meeting shall decide on the complaint.
(3) The Association may appoint honorary members. Individuals who have made particularly valuable contributions to the cause of the Association may be appointed honorary members on the proposal of the Management Board by a resolution of the General Meeting. Members may recommend individuals for honorary membership to the Board of Management. Honorary members do not have to pay membership fees and shall not be entitled to vote.
Article 4 Rights and Obligations of Members
(1) As a general rule, all members shall have the same rights and obligations, unless these Articles provide otherwise. Ordinary members shall be entitled, in particular, to suggest individuals for elections and make proposals at the General Meeting. Such proposals shall include a brief statement of the reason(s) and must be submitted to the Board of Management at the latest two weeks before the General Meeting takes place. Each member is entitled to participate in the Association's activities. Participation may be regulated by the Association's Rules and is subject to the organisation by the Management Board. The rights of honorary members are restricted pursuant to these Articles.
(2) Members undertake to
- adhere to the provisions of these Articles;
- comply with the resolutions of the General Meeting and support the Association in its pursuance of the purpose laid down in these Articles to the best of their abilities;
- pay the stipulated membership fees unless they are honorary members;
- collaborate in the Association's groups and committees set up in pursuance of the purpose laid down in these Articles. Details on such groups and committees shall be specified in the Association's Rules.
Article 5 Termination of Membership
Membership shall terminate
a) by voluntary withdrawal; members may terminate membership at the end of the calendar year by giving three months' notice in writing to the Association's office;
b) upon opening of insolvency proceedings concerning the assets of a member or upon a member's resolution for winding up;
c) in case of the dissolution of the Association;
d) by deletion from the list of members; a member may be deleted from the list of members after a corresponding decision being taken by the Board of Management, if it is in arrears with the payment of the membership fees despite having received two reminders. A decision for deletion may only be adopted if the payments due have not been made after two months following the sending of the second reminder. The concerned member shall be informed of the deletion by informal notification;
e) through exclusion from the Association; the Board of Management shall be entitled to exclude a member from the Association for cause, in particular if it has seriously harmed the Association's interests or in case the member's company objective has been changed in a way that makes it no longer eligible for ordinary membership in accordance with Article 3 of these Articles. Before a corresponding decision is adopted, the member shall be given the opportunity to state its opinion on the matter, either in writing or by e-mail, for which purpose it shall be granted a reasonable period of time. If a written opinion by the member has been received, it shall be read out in the meeting of the Board of Management in which the decision on the exclusion is to be adopted. The decision shall include the reasons and shall be sent to the member by registered letter.
The concerned member shall be entitled to appeal to the General Meeting against the exclusion. The filing of an appeal has a suspensive effect. The appeal must be filed in writing with the Board of Management within one month following receipt of the decision of exclusion. If the appeal is filed in time, the next General Meeting shall put the exclusion to the vote. If the exclusion is not put to the vote in the next General Meeting, the exclusion decision shall be deemed not taken. If the member does not file an appeal against the exclusion or fails to do so within the time limit, it shall accept the exclusion decision and its membership terminates.
Article 6 Membership Fee
(1) Members shall pay membership fees. The amount of this subscription fee depends on the number of employees of the member. Exceptions or concessions for other legal entities within the meaning of Article 3 (1) item 3 of these Articles and for groups of affiliated companies shall be allowable. Details about the fee structure, exact amounts of the annual subscription fees and due dates shall be laid down in a Fees Scheme by the Annual General Meeting.
(2) Members shall provide the data required for the charging of the fees. As long as a member is in arrears with the payment of the membership fees, the member's right to vote shall be suspended.
(3) Membership fees shall be calculated without VAT. If VAT is payable, this will be shown in the membership fee invoice.
(4) Honorary members shall not be required to pay membership fees.
Article 7 Organs
The organs of the association are:
- Board of Management (Article 8)
- General Meeting (Article 9)
- General Manager (Article 11)
Article 8 Board of Management
(1) The Board of Management of the Association consists of at least four, but no more than seven persons; the President, the deputy Chairman and two to five further persons. Members of the Board of Management must be employees of a member of the Association. If this employment relationship ends without the person concerned entering into a new employment relationship with a company affiliated with the member of the Association, or in case the member with which the person is employed ceases to be a member of the Association, the person concerned shall no longer be a member of the Board of Management. The members of the Board of Management are elected by the Annual General Meeting for a term of office of four years, starting on the day of the election. The term of office shall terminate earlier if the Annual General Meeting at which the new election is to be made takes place before the end of the term of office. After expiry of the official term of office, the Board of Management shall remain in office until a new one has been elected. Each member of the Board of Management must be elected individually. If a member of the Board of Management retires from the Board during the term of office, the Management Board can choose to elect a substitute member for the duration of the remaining term of office of the retired person. A substitute member can also be a person who is already in office as a member of the Board of Management at the time in question. The members of the Board of Management shall serve in an honorary capacity.
(2) The Board of Management takes its decisions in the Board meetings. The Board shall be quorate if at least two members of the Board, one of which is the President or the deputy Chairman, are present. Decisions are taken by the majority of the votes cast. In the event of an equality of votes, the chairman of the Board meeting shall have the casting vote. The Board meeting shall be chaired by the President, or, if the President is not able to attend the meeting, by the deputy Chairman. The General Manager shall be allowed to take part in the Board Meetings. A Board decision may also be adopted by the written circulation procedure, unless a member of the Board demands a meeting to be convened. The General Manager shall be included in the distribution list for informative purposes.
(3) The Association is legally represented either by the President or jointly by two members of the Board of Management.
(4) The Board of Management is responsible for all matters relating to the Association, as far as such matters have not been assigned to another organ of the Association by virtue of the present Articles. In particular, the Board of Management's duties and competencies include:
- Prepare the General Meetings including the drawing up of the agendas;
- convene the General Meetings;
- carry out the resolutions of the General Meetings;
- enter into and terminate employment contracts;
- decide on the admission, exclusion or deletion of members;
- adopt and amend the Association's Rules;
- appoint the General Manager;
- appoint further persons to support the Board of Management and the Association's office ("Officers");
- draw up a budget for each business year;
- prepare the annual financial statements;
- organise the Association's activities, if applicable in accordance with the Association's Rules that may have been adopted pursuant to Article 12.
The Board of Management may choose to obtain the opinion of the General Meeting in all matters falling within its responsibility.
Article 9 General Meeting
(1) The ordinary General Meeting takes place once a year. It shall be convened in writing by the President, or, in case of the President's inability to do so, by the deputy Chairman, by giving two weeks' notice, and the agenda shall be circulated together with such notice. Invitation can be made by unsigned e-mail. The period of notice shall be deemed observed if the invitation has been posted in time to the last member address known to the Association or, in case of invitation by e-mail, if the e-mail has been sent in time to the last e-mail address notified to the Association for this purpose.
(2) Extraordinary General Meetings shall take place whenever this becomes necessary in the interest of the Association or when at least one fifth of the members request the Board of Management to convene an extraordinary meeting; such request must be made in writing or via e-mail, and the purpose of the meeting and the reasons for demanding it shall be stated in the request.
(3) The number of votes of each member depends on the number of employees of the member. Up to and including 100 employees, the member shall have a single vote. Members with 101 up to and including 1,000 employees shall have two votes. Members with 1,001 up to and including 10,000 employees shall have four votes, and members with more than 10,000 employees shall have eight votes. Other legal entities within the meaning of Article 3 (1) item 3 of these Articles shall have one vote only. For the purpose of determining the number of votes, each member shall submit the current number of employees in writing at the latest 2 weeks before a General Meeting is scheduled to take place or a vote is to be taken. If no new or deviating number of employees is given, the number of votes that applied before shall continue to be valid until further notice. If a member has more than one vote, these must not be split between different options. A member can authorise another member or a natural person who is not related to the Association to exercise its right to vote; such authorisation must be made in writing. However, a member or natural person unrelated to the Association shall not represent more than three members. This notwithstanding, any number of members forming part of the same group of companies may be represented by one member or natural person unrelated to the Association, provided a corresponding authori¬sation has been granted. Notwithstanding this provision, honorary members are not entitled to vote.
(4) The General Meeting has the following duties and competencies:
- Approve the budget drawn up by the Board of Management for the following business year; receive the Board of Management's annual report; grant discharge (i.e. formal approval) to the Board of Management;
- fix the amount and due date of the annual membership fees;
- determine the number of members to the Board of Management, elect and dismiss the members of the Board of Management;
- decide on amendments to the Articles and on the dissolution of the Association;
- decide on complaints against non-acceptance of applications to become a member and on appeals against the exclusion of members;
- appoint honorary members;
- elect the cash auditors.
In all matters falling within the responsibility of the Board of Management, the General Meeting may choose to make recommendations to the Board of Management.
Article 10 Holding of Ordinary and Extraordinary General Meetings
(1) The General Meeting shall be chaired by the President, or, in case of his/her absence, by the deputy Chairman; if the latter is absent, too, the General Assembly shall elect a person to preside over the meeting. The General Manager shall take the minutes of the meeting. In case of the General Manager's inability to attend the meeting, the person presiding over the meeting shall elect an individual to take the minutes.
(2) The agenda scheduled by the Board of Management may be changed, or topics may be added to it, by a corresponding resolution of the General Meeting. This does not apply to amendments to the Articles. The General Meeting shall decide, with the majority of the valid votes cast, on the acceptance of proposals to adopt a resolution.
(3) The General Meeting is not public. The person presiding over the meeting can choose to admit guests. The General Assembly shall decide whether press, radio and television shall be allowed to attend the meeting.
(4) The General Meeting shall be quorate irrespective of the number of members present. A resolution may also be adopted, on the suggestion of the Board of Management, by a written procedure, unless at least one tenth of the members demand that a General Meeting be convened.
(5) As a general rule, voting shall be by show of hands unless one third of the members present demand a secret written ballot.
(6) Unless otherwise provided in these Articles, the General Meeting shall adopt resolutions by a simple majority of the votes cast. The dismissal of an appeal against the exclusion of a member and resolutions on the amendment of the Articles can only be adopted by a two-thirds majority, resolutions by which the purpose of the Association is changed or by which the Association is dissolved require a three-quarters majority of the votes cast. In case of open votes, it will be asked explicitly whether there are any abstentions, if voting is made in writing, only ballot papers on which no option has been chosen and no alterations have been made or ballot papers that are expressly identified as abstentions shall be counted as abstentions. These votes shall be counted to determine the majority. Invalid votes shall be deemed not cast.
(7) For elections, the following shall apply: If no candidate obtains the majority of the votes cast in the first ballot, a second ballot shall be conducted between the two candidates who have received the highest numbers of votes. The candidate who receives the majority of the votes will be deemed elected.
(8) Resolutions adopted by the General Meeting shall be recorded in the minutes, in which the time and place of the meeting shall be specified, the person presiding over the meeting, the person taking the minutes, the number of members present, the agenda, the results of the individual votes and the type of vote; the minutes shall be signed by the person presiding over the meeting and by the person who has taken the minutes.
Article 11 Association's Office and General Manager
(1) To administrate the Association's business, the Board of Management shall establish an office which shall be managed by a General Manager. In the management of the Asso-ciation's business, the General Manager shall be subject to the supervision of the Board of Management and bound by the latter's instructions.
(2) The General Manager shall represent the Association in all matters relating to the day-to-day administration as a special representative within the meaning of Section 30 of the German Civil Code (BGB). The General Manager shall be appointed and dismissed by the Association's Board of Management.
(3) The people working in the Association's office and the General Manager shall be entitled to a reasonable remuneration and to reimbursement of their actual expenses. The amount of the remuneration shall be fixed by the Board of Management. If the people working in the Association's office are not directly employed with the Association, the required services may be purchased, in their entirety or in part, on the market or provided by member companies against payment.
Article 12 Association's Rules, Rules of Procedure and Fee Scheme
(1) In addition to these Articles, the Association may adopt Rules for the Association and Rules of Procedure, which shall be subordinate and complimentary to the Articles. The provisions in the Association's Rules and in the Rules of Procedure must not be in conflict with these Articles.
(2) The Association's Rules shall be adopted by the Board of Management by a two-thirds majority. These Rules may include details on the organisation of the Association, the finances, the fields of activity, the use of the results pursuant to Article 13, public relations activities and the Association's logo.
(3) Rules of Procedures shall be adopted by the concerned organs of the Association.
(4) The Fee Scheme shall be adopted by the General Meeting by a simple majority.
Article 13 Rights to the Results Obtained from the Association's Activities
(1) As far as objects are produced or works are created within the scope of the Association's activities, the creator of these objects or works (both together constitute the results) shall be the Association. The Association shall be entitled to the results developed or produced within the scope of its activities. The members shall ensure that the Association will be enabled to make use of these results. Any rights to the results of the Association's activities that are transferrable in accordance with the Act on Copyright shall be automatically transferred, as soon as they arise, to the Association for exclusive and unlimited use and exploitation.
(2) As a general rule, the results shall be for the benefit of the Association and its members; however, the Association shall be entitled to charge a licence fee from the members in order to cover the costs of the Association's activities. Passing on the results to third parties shall be subject to approval by the Board of Manage-ment.
Article 14 Dissolution of the Association and Transfer of the Association's Assets
(1) The dissolution of the Association can only be decided at a General Meeting by a three-thirds majority. If the General Meeting does not decide otherwise, the President and the deputy Chairman shall act as liquidators authorised to represent the Association jointly. This shall also apply if the Association is dissolved for any other reason or if it loses its legal capacity.
(2) In the event of the dissolution of the Association or cessation of the purpose pursued to that date, the assets of the Association shall be transferred to the German Chemical Industry Association "Verband der Chemischen Industrie e.V." (VCI), subject to the provision to use them directly and exclusively for the purpose of promoting science and research in the field of automation technology.
These Articles are executed in the German language. The English translation shall be only for information purposes. These Articles were adopted at the General Meeting held on 5 November 2014 in Bad Neuenahr.