NAME – REGISTERED OFFICE
The association is called "European Specialist Printing Manufacturers Association" or "ESMA" for short, and its registered office is located at 3390, Tielt-Winge, Kraasbeekstraat 3, legal district of Leuven.
The registered office may be relocated via a resolution of the Board of Directors to any other location in Flanders or the Brussels-Capital Region.
The association, as a certified European association of manufacturers and suppliers for the European specialised printing industry, has as goal realising the following objectives for itself and for its members:
- promoting silk-screen printing, digital printing, pad printing and all other related and associated specialised printing processes, materials and techniques;
- promoting awareness and the application of the European regulations in the area of Health and Safety in general and specifically focused on the branches of industry relevant to its members;
- promoting the interests of its members and its own association, in the broadest sense of the word, via direct or indirect intervention, via advising, consulting, lobbying with all relevant partners, both public and private, government agencies, international institutions, associations, interest groups, etc., as well as via communication in the manner that it deems most suitable and via the channels it chooses; handling public relations and press contacts in the broadest sense of the word;
- promoting the cooperation, networking and relationship between the practitioners of the above-mentioned activities, in all ways that it deems useful, such as giving seminars, organising meetings, publishing texts and articles related to the profession, setting up workshops, in short, all possible events that could directly or indirectly serve this objective.
The association may act throughout the world to realise the aforementioned objectives.
The association may carry out all transactions that are in accordance with its legal form that are directly or indirectly related to its objectives.
Among other things, it may cooperate with and take an interest in any objective that is similar to its own.
The association is of an indefinite duration. It can be dissolved by a resolution of the general assembly.
MEMBERSHIP – NUMBER
The number of members allowed into the association is unlimited. The number of members may not be less than three (3).
The association consists of active and acceding members. The acceding members have association rights or obligations only to the extent that they are explicitly awarded or imposed on them respectively by this charter or by the general meeting.
1. The founders cited above.
2. Membership will be granted to any company meeting the following:
- European based manufacturers of screen printing machinery material and consumables, digital equipment and consumables, pad printing equipment and consumables and other associated speciality printing processes and products.
- Non-European manufacturers: provided that they have a registered subsidiary company as a legal entity, in Europe.
If a non-European manufacturer has part or whole of his production manufactured in Europe under licence, then the non-European manufacturer does not automatically qualify to be a member, but the licensee may itself qualify for membership by being registered as a legal entity in Europe.
“Registered company” will under certain circumstances, dependent upon the country of registration, also require to be incorporated in accordance with the laws of that country.
The Board has the final right to refuse membership at the majority.
CESSATION OF MEMBERSHIP
Membership may cease by:
- ordinary notification of the Member, 3 months before the end of the running year for the end of this year;
- cessation of the Company
- expulsion by a vote of the General Assembly Meetings for conduct prejudicial to the objectives or good repute of the Association;
- in case of Co-Opted Members, membership of the Association shall cease by notification from the Association that the invitation to serve as a Co-Opted Member is not being renewed for a further period of service.
- a decision of the General Assembly that if a member has not paid his membership fees 9 months from the commencement of the financial year after due notification.
Exclusion of a member can only be decided on by the general meeting with at least two/thirds of the votes present.
The Board of Directors may suspend members in anticipation of the decision by the General Meeting.
MEMBERSHIP RIGHTS AFTER THE DEPARTURE, EXCLUSION OR DEATH OF A MEMBER
Departed, excluded or deceased members have no rights to the Association's assets or patrimony.
COMPOSITION OF THE GENERAL ASSEMBLY
The General Assembly is composed of all members.
It is chaired by the chair of the Board of Directors.
AUTHORITY OF THE GENERAL ASSEMBLY
- A Chairman shall be elected normally for a period of two years. A Deputy Chairman shall be appointed by the General Assembly not later than the General Assembly meeting which will follow the year of appointment of the Chairman also for a period of two years. In both cases they can be re-appointed for a further period.
- The Deputy 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 Deputy Chairman informs the Board in writing that he is no longer able to offer himself for election as a future Chairman, he must resign from this office and a new Deputy Chairman must be elected at the next General Assembly or at an Extraordinary Assembly or by written vote, if needed.
- The responsibilities are particularly:
- prepare agendas and invitations for General Assembly and Board meetings;
- establish the yearly reports and presentation of accounts;
- execute the decisions of the General Assembly;
- proceed to do all other tasks, necessary to fulfil the purpose of the Company, if not expressly reserved to the General Assembly;
- The retiring Chairman (to be known as the Immediate Past Chairman) shall be entitled to remain a member of the Board as a non voting Member for the year following his retirement as Chairman. The immediate Past Chairman may also be appointed at any time if so elected as Chairman, Committee Chairman or Treasurer. In this event voting rights will be reinstated.
CONVENING GENERAL ASSEMBLY
The members are invited to the General Meeting by the Board of Directors in a letter that must be sent at least twenty-one days before the meeting. The invitation may also be sent by e-mail or fax.
A General Assembly can be convened with a shorter notification when, in the case of an annual General Meeting, this is approved by all members entitled to be present and to vote; in the case of a different type of meeting, this must be approved by a majority of the members who are entitled to attend this meeting and to vote.
The notification will specify the time and the location of the meeting, and the general nature of the matters that must be treated in the case of an annual General Assembly; the meeting (agenda) will be specify as such.
The General Assembly must be convened by the Board of Directors if one/fifth of the members requests this.
Included with the invitation is the agenda that must contain each proposal, signed by one/fifth of the members.
Members may be represented by another member via a written proxy.
GENERAL ASSEMBLY RESOLUTIONS
- The resolutions are taken with a simple majority of the present votes, unless foreseen differently by law or this charter.
- Each member has two votes, each associated member has one vote, and co-opted members may participate in the discussions but have no voting rights.
- In the case of a tie, the vote of the chair is decisive.
AMENDING THE CHARTER, DISSOLUTION
The General Assembly decides concerning amending the charter or the dissolution of the association, if at least two/thirds of the members are present and the decision passes with two/thirds of the votes.
GENERAL ASSEMBLY MINUTES
Written minutes of the General Assembly are preserved in a register maintained for this purpose by the Board of Directors that is kept at the registered office where all members may inspect it.
BOARD OF DIRECTORS – COMPOSITION – NOMINATION
The association is administrated by a Board of Directors composed of at least three members, including a chairman, a secretary and a treasurer, who are appointed and can be dismissed by the General Meeting. They may allow themselves to be represented by another director. The term of the mandate is fixed at two years. Departing directors are eligible for re-appointment. When a mandate comes open, a director is appointed to exercise the mandate of the person he is replacing until the next General Assembly.
BOARD OF DIRECTORS – AUTHORITY
The Board of Directors has the broadest possible authority. It among other things can perform all transactions, conclude agreements and negotiate amicable settlements, with personnel, banks, the government, public institutions and third parties of all kinds; all administrative acts and taking decisions concerning movable and immovable property; accept legacies, subsidies, donations and transfers, renounce rights; grant powers of attorney; represent the association in court as plaintiff or as defendant.
The association is bound by the signature of the chairman alone or of two directors, and for actions associated with daily management, by the signature of a possible authorised representative.
BOARD OF DIRECTORS – DIVISION OF TASKS
The Board of Directors appoints from among the directors a chairman, possibly a vice-chairman, a treasurer and a secretary.
The Board of Directors, under its own responsibility, may delegate the daily management of the association to one or more directors or to a third party, who is not required to be a member of the association.
BOARD OF DIRECTORS – DECISION MAKING
The Board of Directors validly decides with a majority of votes when half of the directors are present.
In the case of a tie, the vote of the chairman or of the vice-chairman replacing him is decisive.
The reports of the Boards of Directors are contained in a register intended for this purpose.
FINANCIAL ADMINISTRATION – FINANCIAL YEAR
The accounting year begins on one January and ends on thirty-first December of the calendar year.
The General Assembly may appoint a statutory auditor charged with auditing the financial management of the association and preparing an annual report. He is appointed for two years and is eligible for re-appointment.
FINANCIAL ADMINISTRATION APPROVAL AND DISCHARGE
The financial administration consisting of the accounts of the past year of service, the budget for the following year of service and a statement of the assets of the association, are subjected each year by the Board of Directors to the approval of an annual General Assembly. This annual General Assembly will be held no later than six months following the previous financial year on a Friday during the month of February or March of each year.
The General Assembly may discharge the Board of Directors from liability for the administration of the last year of service at this same General Assembly.
The dues owed by the members for each financial year are set by the General Assembly, but may not amount to more than five thousand euro (5,000.00 EUR).
The dues are owed at the beginning of the financial year they concern, and cannot be reclaimed or divided up.
LIQUIDATION – APPOINTMENT OF LIQUIDATORS
In the case of a decision to dissolve the association, the General Assembly appoints one or more liquidators, establishes their authority and the intended allocation of the net assets of the association's property. The net assets must be transferred to an association with equivalent objectives.
For all that is not explicitly regulated in this charter, reference is made to the applicable regulations regarding not-for-profit associations.
Internal House Rules
THE BOARD OF DIRECTORS
- The Board consists of the Chairman, Deputy Chairman, Committee Chairmen, Treasurer and a maximum of three 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.
- The three additional Board members shall be appointed by the General Assembly normally for a period of two years but they may be reappointed for a further period.
- 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.
CHAIRMAN AND DEPUTY CHAIRMAN
(a) A Chairman shall be elected normally for a period of two years. A Deputy Chairman shall be appointed by the General Assembly not later than the General Assembly meeting which will follow the year of appointment of the Chairman also for a period of two years. In both cases they can be re-appointed for a further period.
(b) The Deputy 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 Deputy Chairman informs the Board in writing that he is no longer able to offer himself for election as a future Chairman, he must resign from this office and a new Deputy Chairman must be elected at the next General Assembly or at an Extraordinary Assembly or by written vote, if needed.
(c) The responsibilities are particularly:-
(i) Prepare agendas and invitations for General Assembly and Board meetings;
(ii) Establish the yearly reports and presentation of accounts;
(iii) Execute the decisions of the General Assembly;
(iv) Proceed to do all other tasks, necessary to fulfill the purpose of the Company, if not expressly reserved to the General Assembly;
(d) The retiring Chairman (to be known as the Immediate Past Chairman) shall be entitled to remain a member of the Board as a non voting Member for the year following his retirement as Chairman. The immediate Past Chairman may also be appointed at any time if so elected as Chairman, Committee Chairman or Treasurer. In this event voting rights will be reinstated.
The financial transactions of the Secretary are controlled by a Treasurer, to be elected by the General Assembly normally for a period of two years but can be reappointed 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 Articles.
The Treasurer may not hold any other office on the Board of ESMA concurrently.
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.
The Board appoints a General Secretary who is responsible under the supervision of the Board with organizing 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.
The General Secretary is entitled to attend Board meetings and the General Assembly and Extraordinary Members Meetings. The General Secretary has an advisory role.
COMMITTEE CHAIRMAN AND SECRETARY
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 which ever is the shorter. He may be re-elected by the Members of the Committee. Each Committee shall nominate one deputy for the Chairman to replace him if necessary and to act in his absence.
Each committee shall also elect one of their members to be the secretary to the committee responsible for maintaining records of each meeting.
The Chairmen will be approved by the Board and General Assembly.
MEETING OF THE BOARD
- They shall be convened as often as necessary, if possible with one immediately before General Assembly Meetings but will normally comprise three per annum.
- Minutes shall be kept of all Board meetings and be approved and signed by the Chairman at the following meeting.
MEETING OF THE COMMITTEE
- They shall be convened depending on the needs and progress of their work, on invitation of the Chairman of the respective Committee.
- Each Committee has to prepare a report to the General Assembly for each ordinary General Assembly Meeting.
- Associate Members may attend by invitation only and not as a matter of right
- Minutes shall be kept of all Committee meetings with a copy being sent to the Company secretary for retention.
- 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.
- Expenditure commitments may not exceed the approved budget amount without the prior approval of the Board.
FINANCIAL CONTROLS AND PARAMETERS
- All activities of the Company 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.
- Members shall receive no payment from ESMA for their services, travel, hotel or other similar out-of-pocket expenses, which must be borne by their companies. For Co-Opted Members (experts) there may be special arrangements, to be approved by the Board.
- Meals taken in common during General Assembly, Board and Committees Meetings may be paid for by ESMA under the responsibility of the Chairman and Treasurer.
- The Board may invite foreign delegations or send a representative of the Company abroad for a special purpose and only in those circumstances pay for travel, accommodation and sustenance.
- The calendar year shall be deemed to be the business year.
FINANCIAL CONTROLS TO BE IMPLEMENTED BY THE BOARD
- All bank accounts shall require two signatures for all transactions except for transferring monies between ESMA accounts. Where a cheque is for an amount in excess of € 6.000,00 one of the signatories must be a director.
- A list of all cheques in excess of €1.000, 00 drawn since the preceding Board meeting will be presented to the Board at each meeting.
- A minimum of three signatories will be appointed for each bank account.
- A detailed cash book will be maintained and be reconciled to the bank accounts on a quarterly basis.
- A budget will be prepared by the Board and approved by the General Assembly for each year. The Board will be responsible for ensuring that the company operates within the approved budgets. If this does not prove possible then a report will be prepared and circulated to the members with recommended actions.
- A quarterly statement of income and expenditure and a forecast for the remainder of the year will be prepared by the Secretary for the Treasurer.
- The Board will review the quarterly Income and Expenditure statements.
- The accounts of the company will be subjected to a financial revue annually by auditors appointed by the General Assembly. The Treasurer will meet with the Auditors to receive their report on the accounts each year.
- The Board will recommend membership fees for each year and they will be set by the General Assembly.
- 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. Each member shall pay the same fee but Associate Member shall pay 50% of the fee and the annual membership fee shall be decided before the beginning of each business year by the General Assembly following a recommendation from the Board. A member joining the Company after 31st January shall be entitled to subscribe only that proportion of the full membership fee which relates to the remaining months in the year.
- Members sending a delegate to two or more meetings of any one committee during a calendar year will be entitled to a rebate on the following years subscription of 10%.
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.
RIGHTS OF MEMBERS
- 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 Company’s proceedings
- The Members can also decide in General Assembly which Committees are formed, and if they want to be a Member of such Committees.
- Each corporate member may authorise such person as it thinks fit to act as its representative at general meetings of the Company, who must provide evidence of the appointment written on the members Company stationery.
- All Members have the right and are expected to participate in General Assembly Meetings and to be a Member of at least one Committee.
INTERPRETATION OF TERMS
- “the Secretary” means any person appointed to perform the duties of the Secretary of the company;
- “month” means calendar month;
- “ESMA” shall mean The European Specialist Printing Manufacturers Association vzw.
Associate Members are legal European entities which do not qualify for full membership but are partly or wholly active in the printing industry for screen or digital and whose activities qualify them as one or more of the following categories: printer, printer service provider, printer specialist, industrial printer, consultant… An associated member has no voting rights and cannot hold any official mandate.