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ARTICLES OF ASSOCIATION
Last updated in March 2022

 "ESMA"
or
"European Specialist Printing Manufacturers Association"

Non-profit Association under Belgian Law
in Kraasbeekstraat 3, 3390 Tielt-Winge, Flemish Region, Belgium

GLOSSARY

• Associate members – in internal ESMA documents referred to as “Technology Partners”;
• Directors – members of the Governing Body (“Board of Directors”), appointed by the General Assembly;
• General Assembly report – in internal ESMA documents referred to as “Minutes”;
• Governing Body – in internal ESMA documents referred to as “Board of Directors”.

ARTICLE 1.      NAME – REGISTERED OFFICE

The association is called "European Specialist Printing Manufacturers Association" or "ESMA" for short and has its registered office at 3390 Tielt-Winge, Kraasbeekstraat 3.

The registered office may be relocated anywhere in the Flemish Region by resolution of the Governing Body.

The Association is an entity with legal personality, more specifically a non-profit association pursuant to Book 9 of the Companies and Associations Act of 27 February 2019. 

ARTICLE 2.      OBJECTIVES

As a recognised European association of manufacturers and suppliers for the European specialist printing industry, the association aims to achieve the following disinterested objectives, both for itself and for its members:

• to promote screen printing, digital printing, pad printing and all other related and associated specialist printing processes, materials and techniques;
• to promote the knowledge and application of European regulations on health and safety in general and specifically for the industry sectors to which its members belong;
• to protect the interests of its members and of the association in the broadest sense of the word, through direct or indirect intervention, providing advice, consulting, lobbying all relevant partners – both public and private – such as government institutions, international institutions, associations, interest groups, etc. and also by communicating in the manner that it deems most appropriate and through selected channels, public relations and press contacts in the broadest sense of the word;
• to promote collaboration, networking and bonding between practitioners of the aforementioned activities, in any way deemed useful for this purpose, such as holding seminars, organising meetings, publishing trade-related texts and articles, organising workshops, in other words, all possible events that may directly or indirectly serve this purpose.

The activities of the association include:

• Educational training courses in general industrial printing in various languages, around Europe and in the rest of the world;
• Educational training courses for specialist industrial printing applications for glass, metal, aluminium, textile and other materials, for various niche applications such as direct-to-object, interior, industrial decoration, etc.;
• Master classes on specific topics such as sustainability, general REACH legislation (Registration, Evaluation and Authorisation of Chemical Substances) and new developments;
• Conferences and congresses to improve implementation opportunities for society and industry.

The association may perform any actions that comply with its legal form and that are directly or indirectly related to its objectives.

It may own, acquire, rent or lease all movable and immovable property, tangible and intangible, as well as business rights, which are necessary to fulfil its objectives.

The association may recruit staff, conclude legally valid contracts, collect funds, in short, carry out or have carried out all activities that justify its disinterested purpose.

It may participate in and cooperate with all associations and enterprises that are useful for its purpose.

The association may engage in commercial and profit-making activities, the proceeds of which shall at all times be fully allocated to the realisation of the idealistic objectives. The association may not under any circumstances provide direct or indirect financial benefits, as referred to in Article 1:4 of the Companies and Associations Code, to its members, to the members of its governing body or to any other person.

ARTICLE 3.      DURATION

The association is of indefinite duration. It may be dissolved by resolution of the General Assembly.

ARTICLE 4.      MEMBERSHIP: NUMBER OF MEMBERS

The number of members in the association is unlimited. The association must have at least two (2) members.

The association consists of members and associate members. Only legal bodies can be members or associate members of the association.

As such, members shall not be liable for the association’s obligations. The full rights of membership, including the right to vote at the General Assembly, shall belong exclusively to the members.

Associate members shall have no voting rights at the general meeting and shall only have social rights or obligations insofar as they are expressly granted to them by these Articles of Association.

ARTICLE 5.       MEMBERSHIP: ADMITTANCE

The association's members meet the following admission conditions:

1. have the capacity of legal entity;
2. have a registered office or place of business on the European continent;
3. are manufacturers, distributors or distributors of screen printing equipment and related consumables, digital (e.g. inkjet) printing equipment and related consumables, pad printing equipment and related consumables, as well as manufacturers of materials for related specialised printing processes.

Membership is subject to acceptance by the Governing Body. The decision of the Governing Body is final. The Governing Body is not obliged to justify its decision (acceptance or non-acceptance).

Applications for membership must be made in writing via the ESMA website by filling in a website form and providing a digital signature.

ARTICLE 6.      MEMBERSHIP: RESIGNATION

Members and associate members are free to resign from the association at any time by giving their resignation in writing to the responsible for daily management who will report the resignation to the Chairman of the Governing Body.

If the resignation is submitted no later than three months before the end of the current membership year, the resignation shall take effect at the end of the membership year, unless as a result of the resignation the number of members falls below the statutory minimum or the minimum number stipulated in the present articles of association, in which case the resignation shall take effect when a replacement has been found, but no later than three months after the end of the membership year.

If the resignation is submitted within three months before the end of the current membership year, the resignation shall take effect at the end of the next membership year, unless as a result of the resignation the number of members falls below the statutory minimum or the minimum number stipulated in the present articles; in that case the resignation shall take effect when a replacement has been found, but not later than three months after the end of the next membership year.

A member who has not paid the contributions due within one month after they became due shall be deemed to have resigned by operation of law.

Membership can end by:

1. a message from the member, at least three (3) months before the end of the current financial year;

2. termination of the association;

3.  exclusion by the General Assembly.

ARTICLE 7.      MEMBERSHIP: EXCLUSION

A member may be excluded from the association by a decision of the General Assembly taken with a two-thirds majority of votes.

An associate member may be expelled from the association by a decision of the Governing Body taken by a simple majority of votes.

The Governing Body may also, by majority vote, suspend the membership of an associate member until the next General Assembly. The suspension shall be notified to the associate member concerned. There is no possibility of appeal against this decision. During a suspension of membership, any new application for membership of the suspended associate member shall be inadmissible. The suspension shall never have retroactive effect and shall not affect the associate member's financial and other obligations which became due prior to the decision to suspend. 

At the next General Meeting, the associate member concerned may exercise all their  membership rights, regardless of any suspension. At the request of the associate member concerned, they shall be heard beforehand. The decision shall be made by secret ballot and does not need to be motivated. If the General Meeting does not decide to exclude the associate member concerned, the suspension shall lapse by operation of law and shall be deemed never to have existed.

ARTICLE 8.      MEMBERSHIP RIGHTS FOLLOWING RESIGNATION OR EXCLUSION

Resigned or excluded members shall not be entitled to any of the association's assets or patrimony.

The resignation of a member shall never have retroactive effect and shall not affect the member's financial and other obligations that fell due prior to the resignation. 

ARTICLE 9.      GENERAL ASSEMBLY: COMPOSITION

The General Assembly consists of all members. It is chaired by the Chairman of the Governing Body.

ARTICLE 10.    GENERAL ASSEMBLY: POWERS

The General Assembly is the highest decision-making body and exercises the powers provided by law or as stipulated in the articles of association, including:

• Amend the articles of association;
• Appoint or dismiss the directors and determine their remuneration if any is awarded;
• Appoint or dismiss a statutory auditor and determine his remuneration if any is awarded;
• Grant discharge to the directors and the statutory auditor;
• File an association claim against the directors and the statutory auditor;
• Approve the annual accounts and the budget;
• Dissolve the association;
• Exclude a member;
• Convert the association into an international non-profit association under Belgian Law (IVZW), a cooperative company recognised as a social enterprise under Belgian Law (CV erkend als SO) or a recognised social enterprise cooperative company under Belgian Law (erkende CVSO);
• Transfer or accept free of charge a totality of assets;
• All other actions required by law or the articles of association.

ARTICLE 11.    GENERAL ASSEMBLY: CONVENING A MEETING

The members are invited to the General Assembly by the Chairman on behalf of the Governing Body by means of a letter (or e-mail) to be sent at least twenty-one (21) days before the meeting. The invitation shall be sent in writing. The invitation shall specify the time and place of the meeting.

The meeting must be convened by the Chairman on behalf of the Governing Body if one of the members requests to do so.

A member may be represented by another member with a written power of attorney (“proxy”) at the General Assembly.

ARTICLE 12.    GENERAL ASSEMBLY: DECISIONS

All members in the General Assembly have equal voting rights, i.e. one (1) vote.

Decisions shall be taken by a simple majority of the members present or represented, unless otherwise provided by law or these articles. Abstentions shall not be taken into account for the calculation of the majority, neither in the numerator nor in the denominator.

In the event of equality of the votes, the Chairman shall cast the deciding vote.

For the amendment of the Articles of the Association, as well as for the exclusion of a member, at least two-thirds of the members must be present (or provide proxies) at the first convocation of a General Assembly. If this is not the case, a second assembly shall be convened. The new assembly can decide regardless of the number of members present. The Articles of Association can be amended and a member can only be excluded by a 2/3 majority of the votes cast.

ARTICLE 13.    AMENDMENT OF THE ARTICLES OF ASSOCIATION, DISSOLUTION

The General Assembly decides on any amendments to the articles of association or the dissolution of the association, in accordance with the legal provision.

ARTICLE 14.    GENERAL ASSEMBLY: REPORT

A written report of the General Assembly shall be included in a register kept by the Governing Body at the registered office where all members may consult said report.

ARTICLE 15.    GOVERNING BODY: COMPOSITION, APPOINTMENT, TERMINATION OF OFFICE

The association is governed by a Governing Body composed of at least three directors (natural persons), who are appointed and can be removed by the General Assembly. The Governing Body may consist of two directors if and as long as the association has fewer than three members.

Directors may be represented by another director at meetings of the Governing Body. The term of office is two years. Resigning directors may be re-elected. If a director’s seat becomes vacant before the end of his or her term of office, the remaining directors have the right to co-opt a new director for the remainder of the term.

A director with a conflict of interest must declare it to the Governing body. He/she may not participate in the deliberation and the vote concerning this conflict. This is recorded in the minutes.

Any provision that gives a director a casting vote shall automatically lose its validity if there are only 2 directors.

A director may resign at any time. The resignation must be in writing and communicated to the Chairman of the Governing Body. The resignation shall take effect immediately unless, as a result of the resignation, the number of directors falls below the aforementioned minimum, in which case the resignation shall only take effect when a replacement director has been found but no longer than three months after the date on which the resignation was received.

ARTICLE 16.    GOVERNING BODY: POWERS

The Governing Body has residual authority, i.e. it is authorised to act in all matters that are not expressly assigned by law or in the articles of association to the General Assembly.

ARTICLE 17.    GOVERNING BODY: TASK ASSIGNMENT

The Governing Body shall appoint a Chairman, possibly a vice-chairman and a treasurer from among the directors.

ARTICLE 18.    GOVERNING BODY: DECISIONS

Resolutions are passed by simple majority of votes, with at least half of the directors being present or represented.  Abstentions, blank votes, and invalid votes shall not be counted or considered as cast votes.

In the event of equality of the votes, the Chairman or the director replacing him or her shall cast the deciding vote.

The minutes of the Governing Body meetings shall be kept in a register for that purpose.

The Governing Body shall meet as often as the interests of the association require, upon convocation by the Chairman, as well as within 15 days of a request to that effect by at least two directors.

ARTICLE 19.    REPRESENTATIVE AUTHORITY

The association shall always be validly represented in all deeds and acts by the Chairman acting alone or by the signatures of two members of the Board.

For acts of daily management, the association is always validly represented by the signature of the daily manager or an authorised representative.

ARTICLE 20.    FINANCIAL GOVERNANCE: FINANCIAL YEAR

The accounting year starts on the first of January and ends on the thirty-first of December of each calendar year.

ARTICLE 21.    FINANCIAL AUDIT

The General Assembly may appoint a statutory auditor to audit the financial governance of the association and draw up an annual report even if this is not required by law. He is appointed for three years and is eligible for re-election.

ARTICLE 22.    FINANCIAL GOVERNANCE – APPROVAL AND DISCHARGE

The financial management – consisting of the annual accounts of the past year, the budget for the current year and a statement of the association's assets – is subject to the approval of the annual General Assembly.

ARTICLE 23.    DAILY MANAGEMENT

The day-to-day management of the association on an internal level as well as the external representation, with respect to that day-to-day management, may be assigned by the Governing Body to one executive director. The executive director may bear the title of CEO (chief executive officer).

The executive director is elected by decision of the Governing Body by a simple majority of the votes present. The executive director must not be a member of the association.

ARTICLE 24.    ASSOCIATE MEMBERS

Associate members have the right to attend the General Assembly as non-voting members. Associate members cannot be elected as directors. After having been elected by the associate members as joint representative of the associate members, an associate member may be admitted by the Governing Body to the meetings of the Governing Body, whereby such observer shall represent all associate members.

ARTICLE 25.    CONTRIBUTIONS – AMOUNT

The amount of the contribution owed by the members for each financial year shall be determined by the General Assembly, but shall not exceed twenty-five thousand euros (€ 25,000.00).The amounts are owed from the beginning of the financial year to which they relate and are non-refundable.

ARTICLE 26.    LIQUIDATION - APPOINTMENT OF LIQUIDATORS

In the event of a decision to dissolve the association, the General Assembly appoints one or more liquidators, determines their powers and decides on the appropriation to be allocated to the association’s net assets. The net assets must be transferred to an association with a similar disinterested objectives that shall be indicated by the General Assembly.

ARTICLE 27.    APPLICABLE LEGISLATION

We refer to the applicable legislation on non-profit associations for any matters not expressly provided for in these articles of association.

INTERNAL (HOUSE) RULES

Last updated in March 2022

Article 1. The Board of Directors

1. The Board consists of the Chairman, Vice-Chairman, Treasurer and additional Board members. Also persons having special knowledge or experience may be invited to attend meetings of the Board in a consultant capacity without a vote. In cases where such persons are recommended by the Board to become a voting member, this will require approval by the General Assembly and such persons will be subject to the same re-election procedure as applies to other Board members.
2. Board members are appointed as persons (individuals). They must be employed by a member company at all times. If for any reason a Board member leaves the Board, they cannot be replaced automatically by another person from the same member company.
3. The additional Board members shall be appointed by the General Assembly for a period of two years but they may be reappointed.
4. The Board has to discuss and to prepare important questions for the General Assembly meetings and to carry out decisions of the General Assembly that the General Assembly has expressly delegated to the Board.

Article 2. Chairman and Vice-Chairman

1. A Chairman shall be elected normally for a period of two years. A Vice-Chairman shall be elected by the General Assembly not later than the General Assembly meeting which acknowledges the appointment of the Chairman, also for a period of two years. In both cases they can be re-elected for a further period.
2. The Vice-Chairman will normally be the person to be elected by the General Assembly to succeed the Chairman, but any person may be elected as Chairman if nominated. If at any time a Vice-Chairman informs the Board in writing that they are no longer able to offer themselves for election as a future Chairman, they must resign from this office and a new Vice-Chairman must be elected at the next General Assembly or at an Extraordinary Assembly or by written vote, if needed.
3. The responsibilities are particularly:
4. To ensure a vision and corresponding strategy for the association is defined;
5. To ensure the association structure is suitable to carry out the vision;

• To ensure General Assembly decisions are in compliance with the vision and then execute the decisions of the General Assembly;

1. To ensure the CEO acts in compliance with the vision;
2. To confirm yearly reports and presentation of accounts;
3. To confirm the agendas for the Board and General Assembly meetings;

• Proceed to do all other tasks, necessary to fulfil the purpose of the association, if not expressly reserved to the General Assembly.

Article 3. Treasurer

1. The financial transactions of the CEO are controlled by the Treasurer, to be elected by the General Assembly normally for a period of two years but can be re-elected for a further period. Detailed financial controls will be agreed by the Board from time to time and be approved by the General Assembly and appended to these Rules.
2. The Treasurer may not hold any other office on the Board of ESMA concurrently.
3. His responsibilities will include reporting to the Board that the Annual Accounts have been prepared in a manner that is satisfactory to the auditors, also presenting to the Board and General Assembly the Annual Accounts, Interim Accounts, Forecasts and Budgets.

Article 4. Chief Executive Officer (CEO)

1. The Board appoints a Chief Executive Officer (CEO) who is responsible under the supervision of the Board with organising ESMA’s daily routine business including all financial transactions associated with this. He will act under instructions given to him by the Board in writing.
2. The CEO is entitled to attend Board meetings and the General Assembly and Extraordinary Member Meetings. The CEO is responsible for the daily operations of the association and has an advisory role to the Board. The CEO is part of the Board (as listed in the Flemish Database of Enterprises, KBO) but without voting rights and in UBO (Ultimate Beneficial Owner) register he is addressed as Board member for daily operations.

Article 5. Committee Chairmen

1. The Members of each Committee shall elect a Chairman who leads this working group, for a two-year period or for the duration of the work of this Committee whichever is shorter. They may be re-elected by the Members of the Committee. Each Committee shall nominate one Vice-Chairman to replace Chairman if necessary and to act in their absence.
2. The Chairmen will be approved by the Board and General Assembly.

Article 6. Board Meetings

1. They shall be convened as often as necessary, if possible with one immediately before General Assembly Meetings but will normally comprise two per annum.
2. Minutes shall be kept of all Board meetings and be approved and signed by the Chairman at the following meeting.

Article 7. Committee Meetings

1. They shall be convened depending on the needs and progress of their work, on invitation of the Chairman of the respective Committee.
2. Each Committee has to prepare a report for the General Assembly for each ordinary General Assembly meeting.
3. Associate Members (Technology Partners) may attend the Committee meetings.
4. Minutes shall be kept of all Committee meetings and stored at ESMA headquarters.
5. Each committee shall submit to the Board a budget prior to each regular General Assembly Meeting for approval of funds for the following year. This will be included in the overall ESMA budget to be submitted to the General Assembly for approval.
6. Expenditure commitments may not exceed the approved budget amount without the prior approval of the Board.

Article 8. Financial Controls and Parameters

1. All activities of the association have to be planned in a yearly budget, to be approved by the General Assembly. The Board is responsible to ensure that all financial activities are in accordance with this budget.
2. Members shall receive no remuneration from ESMA for their travel, hotel or other similar out-of-pocket expenses, which must be borne by their companies. For co-opted experts there may be special arrangements, to be approved by the Board.
3. The calendar year shall be deemed to be the financial year.

Article 9. Financial Controls to be implemented by the Board

1. The saving account shall require two signatures for all transactions except for transferring monies between ESMA accounts.
2. A budget will be presented by the Board and approved by the General Assembly for each year. The CEO will be responsible for ensuring that the association operates within the approved budgets. If this does not prove possible then a report will be prepared and circulated to the Board with recommended actions.
3. At each Board meeting, statement of income and expenditure and a forecast for the remainder of the year will be prepared by the CEO for the Treasurer.
4. At each Board meeting, the Board will review the income and expenditure statements.
5. The accounts of the company will be subjected to a financial revue annually by external accountancy company appointed by the General Assembly. The Treasurer and CEO will meet with the external accountancy company to receive their report on the accounts each year.
6. The Board will recommend membership fees for each year and they will be set by the General Assembly.

Article 10. Membership Application and Fees

1. ESMA membership is reviewed on the basis of a written member application form available at esma.com. Each member candidate must complete and submit the form.
2. The membership fees serve to finance the aims of the association and to cover administration costs and are to be paid at the beginning of every year.
3. The annual membership fee shall be decided before the beginning of each business year by the General Assembly following a recommendation from the Board.
4. The current fees for Members and Technology Partners are published at esma.com.
5. Members sending a delegate to two or more physical meetings of any one committee during a calendar year will be entitled to a rebate on the following year’s membership fee of €100 per committee meeting per member company.
6. Membership shall not be granted to members with a clear conflict of interest.

Article 11. Obligations of Members

Members undertake to abide by the rules of the association and act in accordance with its Objectives. They are committed to comply with the Health, Safety and Environmental Protection Policy, which they sign on applying to become a member of ESMA.

Article 12. Rights of Members

1. The Members shall have the right to receive all Minutes of the General Assembly’s Meetings, and all special reports or press releases about the association’s proceedings.
2. The Members can also decide in General Assembly which Committees are formed, and if they want to be a member of such Committees.
3. Each Member may authorise person as it thinks fit to act as its representative at general meetings of the association.
4. All Members have the right and are expected to participate in General Assembly Meetings and to be a Member of at least one Committee.

Article 12. Interpretation of Terms

1. “Month” means calendar month;
2. “ESMA” and “association” shall mean The European Specialist Printing Manufacturers Association vzw.

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The Steering Committee (SC) is containing certain member groups (general categories):

• 2 ink or chemical manufacturer members
• 2 digital members
• 1 screen machinery member
• 2 pre-press members
• 1 substrate member

Goals of the Steering Committee:

• SC discusses or decides all strategic, financial, and organisational topics
• SC discusses and decides on operational topics which the Board was not able to during its meeting the day before
• Chairmen or Vice Chairmen present the summary to the GA The Steering Committee will contain the Chairman, Vice-Chairman, and Treasurer of the Board.  

The representatives from each category should also meet certain requirements:

• The person should be a decision maker for its company
• The person should be a representative of the related category
• The person can make immediate decisions for the representation of its company or industry group

The Chairman, Vice-Chairman, and Treasurer are elected by the members of the Steering Committee (SC) and not by the General Assembly.

The ESMA General Manager participates on SC meeting (incl. minuting the meeting and monitoring To Do’s) Election sequence:All terms are for 2 years, but only the term of the Chairman is limited to 2 years at one time.

The Vice-Chairman is voted as the successor to the Chairman and has a minimum term of 4 years.