article  1: Constitution - Description - Registered Office
article  2: Objective and activities
article  3: Full Members
article  4: Associate Members
article  5: General Assembly
article  6: Board of Directors 
article  7: President, Vice President and Treasurer
article  8: Secretary General
article  9: Bugdet and Accounts
article  10: Auditors
article  11: Legal representation and powers of signature
article  12: Modification of Statutes and Dissolution
article  13: Assets
article  14: General Provisions

      article 1:   Constitution - Description - Registered Office

It is constituted under the rules for the Organization of International Associations controlled by the Belgian law of 25th October 1919, and modified by that of 6th December 1954, a European Association for scientific purposes described as EUROPEAN FUEL ASSOCIATION", in short "EUROFUEL ".
EUROFUEL has its Registered Office in Rue de la Rosée 1070 - BRUSSELS BELGIUM. It may be modified by simple decision of the Executive Committee.

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      article 2:   Objective and activities

A.  Objective
The objective of EUROFUEL is to disseminate to all its members, interested persons and organizations, technical and scientific knowledge concerning the rational and efficient use of heating oil and its applications.
The objective of EUROFUEL is also to disseminate information regarding all international developments and technical or legislative constraints relevant to the general interest of the European industry of heating oil.
EUROFUEL is a non profit organization. 

B. Activities
In order to reach its objectives, EUROFUEL undertakes the following main activities:
• Encourage the most effective and efficient use of heating oil;
• Act as a focal point and spokesperson  in Europe for all activities concerning the use of heating oil;
• Co-operate with other international organizations active in Europe in the oil industry;
•  Conceive, coordinate and promote opinions relative  to the general interest of the European heating oil industry.

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      article 3:   Full Members

A. Admission
Full Membership may be granted in accordance with the conditions set out below to all National non profit organizations defending the interests of heating oil in their country.

Full Members are organizations legally construed in accordance with the laws and usages of their country of origin.

These Associations must have their registered or principal office in a European country.

Full Membership is granted to such Associations at  a meeting of the General Assembly by a decision supported by the vote of three quarters of the votes of the Full  Members.

No Full  Member shall be admitted, unless it has accepted without reservation the present statutes and paid its contribution. Membership in EUROFUEL does not restrict in any manner the freedom of action of individual Full Members.


B. Rights
Without prejudice to other stipulations of the present statutes, Full Members of EUROFUEL shall have the same rights as those granted to the Full members of non profit organizations  by the Belgian Act of 27 June 1921 regarding national and international non profit organizations  and foundations.

C. Obligations
Full  Members are required to pay annual contributions to EUROFUEL. These contributions consists of a variable contribution with a minimum of 3000 euro. The variable contribution is calculated for each of the Full  Members on the basis of the tons of heating oil marketed in the country they represent.

The Board of Directors shall determine the amount of the fixed contribution and specify the modalities that determine the variable contribution (methods of calculation, methods of rounding the final result,…). The determination of the fixed and variable contributions must be approved by the General Assembly.

D. Resignation
Each Full  Member may resign by notifying such intent in writing to the Board of Directors at least six months before the end of the financial year. Such resignation shall release the Full Member from its obligations only at the expiration of the financial year during which the resignation becomes effective. The Full  Member remains responsible for the payment of contributions and dues of the amounts accepted by EUROFUEL and which relate to the financial year in progress.

Those resigning renounce to all rights pertaining to the assets of EUROFUEL.

E. Expulsion
The expulsion of a Full  Member is pronounced by a decision supported by the vote of three quarters of the votes of the  Full  Members during a General Assembly.  Expelled Members loose all rights pertaining to the assets of EUROFUEL.

The Expelled  Member whose expulsion is envisaged may notify its defense in writing to the Board of Directors.

F. Representation
Each Full  Member shall nominate a physical person to act on their behalf and who will exercise its rights. At any time, each Effective Member may replace its Representative by another physical person. Such delegations of representation must be notified in writing to the Registered Office of EUROFUEL.

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      article 4:   Associate Members

A. Admission
Associate Membership may be granted under the conditions set out below to International non profit organizations which defend the interests of heating oil and/or the system equipment of heating oil in Europe.

Associate Members are Organisations legally construed in accordance with the laws and usages of their country of origin.

These Associations must have their registered or principal office in a European country.

Associate  Membership is granted to such Associations during a meeting of the General Assembly by a decision supported by the vote of three quarters of the votes of the Effective members.

No Associate  Member shall be admitted, unless it has adhered without reservation to the present statutes and has paid its contribution. Membership in EUROFUEL does not restrict in any manner the freedom of action of individual Associate Members.


B. Rights
Associate Members have only following rights:
• Consult the register of Full &/or Associate Members, the Minutes of meetings and the decisions adopted by the General Assembly or the Board of Directors;
• Propose an agenda point for the General Assembly;
• Assist or be represented at the General Assembly.

C. Obligations
Associate members are required to pay annually their contribution to EUROFUEL. These contributions include a sole fixed contribution set by the Board of Directors and must be approved by the General Assembly.

The fixed contribution may in no event exceed 10.000,00 €.

D. Resignation
Each Associate Member may resign by notifying such intent in writing to the Board of Directors at least six months before the end of the financial year. Such resignation shall release the Associate Member from its obligations only at the expiration of the financial year during which the resignation becomes effective. The Associate Member remains responsible for the payment of contributions and dues of the amounts accepted by EUROFUEL and which relate to the financial year in progress.

E. Expulsion
The expulsion of an Associate Member is agreed by the General Assembly if this decision is supported by three quarters of the votes of theFull Members.

The  Full Member whose expulsion is envisaged may notify its defense in writing to the Board of Directors prior to the deliberation of the General Assembly.

F. Representation
Each Associate Member shall nominate a physical person to act on their behalf and who will exercise its rights. At any time, each Associate Member may replace its Representative by another physical person. Such delegations of representation must be notified in writing to the Registered Office of EUROFUEL.

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      article 5:   General Assembly

A. Powers
Subject to the reservation of powers granted by the present statutes to the Board of Directors, the General Assembly shall have full powers to realize EUROFUEL’s objective as well as to administer the general conduct of its affairs.

B. Voting and presence quorum
The General Assembly shall only be quorate if at least half of all Effective Members are present or represented.

Each Full Member may only provide one representative vote
 
Each Full Member possesses one vote in the deliberations of the General Assembly.

Unless provided otherwise in the present statutes, all decisions shall be adopted by a simple majority of Full  Members present or represented at the General Assembly.

C. Ordinary General Assembly
The Ordinary General Assembly will receive the report of the Board of Directors regarding EUROFUEL’s activities of the past year and will approve the accounts which are presented to it; it will carry out statutory elections and approve the Budget.  The Ordinary General Assembly legitimately deliberates over all items on the agenda.

The Ordinary General Assembly meets annually.

D. Extraordinary General Assembly
An Extraordinary General Assembly can be convened at any moment at the initiative of the President.

An Extraordinary General Assembly shall also be convened when at least one fifth of the full Members formulate such request in writing.

E. Place, Calling notice and Agenda
The General Assembly will be held at the Registered Office or any other place designated in the calling notice.

The Board of Directors shall draw up the agenda and shall notify  full Members thereof by means of a circular sent out at least eight calendar  days in advance. The calling notice shall contain the agenda and the Assembly may only deliberate those questions described in the agenda .

The possible violation of the preceding paragraph will have no effect upon the validity of the decisions adopted by the General Assembly in accordance with other stipulations of the present statutes, in particular article 5.B.

F. Decisions
The resolutions of the General Assembly are notified to the full and associate Members by simple letter.

Full and Associate Members can access the Minutes of meetings at the Registered Office.

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      article 6:   Board of Directors

A. Composition
The activities of EUROFUEL shall be directed, according to the policies decided by the General Assembly, by a Board of Directors of minimum four Members..

These Members shall be elected by the Ordinary General Assembly for one year, shall hold office from one Ordinary General Assembly to the next and shall be eligible for re-election.

At least one Director shall have Belgian nationality.

In the event of the death or resignation of a Director, the Board shall co-opt a replacing Director until the next General Assembly, which shall elect a replacement(s) to hold office. In the event of occasional vacancy of a Director for whatever reason, the Board shall co-opt a replacing Director. Should the death or resignation be that of the President, the Vice-President - as defined in Article 6 - shall take over the office of President until the next general Assembly and the Board of Directors shall co-opt the new Vice-President in accordance with the above.

An absent Director for whatever reason, may be represented by another Director by agreement.  Each Director may only provide  one representative vote.  Two consecutive absences constitute a vacancy.

The duties of the Members of the Board of Directors are not paid.

B. Powers
The Board of Directors has all powers of management and administration with the exceptions of those attributed to the General Assembly. It can delegate the daily administration to any EUROFUEL executive or thereto designated person.  In addition, it can attribute specific and determined powers to one or more persons.

C. Deliberations
The Board of Directors is quorate if at least half of all Directors are present.

Each Director has one vote in the proceedings of the Board of Directors.  Unless provided otherwise in the present statutes, all decisions shall be adopted by a simple majority of Board Members present or represented.
In the event of a tie voting, the President of EUROFUEL – as defined in 'Article 6 – shall have a second and casting vote.

The decisions of the Board of Directors are recorded in a register held at the registered office of the association.

D. Meetings and Convocations
The meetings of the Board of Directors are convened at the initiative of the President, at least once a  three times per annum .  The President shall convene a meeting of the Board of directors within three weeks following a written request thereto by at least half of all Directors of EUROFUEL.

E. Standing or Ad Hoc Committees
The Board of Directors has the power to establish other standing or ad hoc Committees to conduct studies and/or to issue advices or recommendations. The decisions adopted by such Committees will solely be of consulting value. They will in no manner be binding upon EUROFUEL and/or its organs, the full or associate Members of EUROFUEL, even if they have participated in the Committee.

The conditions of admission and/or of expulsion of the persons participating in such Committees shall be determined by the Board of Directors.

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      article 7:   President, Vice President and Treasurer

The General Assembly elects a President, a Vice-president and a Treasurer  from among the members of the Board of Directors. The President shall preside the General Assemblies and the meetings of the Board of Directors.  The Vice-President shall act for the President in his/her absence or on matters delegated to him/her by the President. The Treasurer shall submit to the General Meeting a Budget approved by the Board of Directors and the previous years accounts and shall be responsible for the supervision of the said accounts.


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      article 8:   Secretary General

A Secretary General can be appointed by the Board of directors upon the recommendation of the President. The duration of the appointment is determined by the General Assembly. The Secretary General may be re-appointed.

The Secretary General is entrusted with the day-to-day management and the organization and control of research studies undertaken by EUROFUEL. He is invested with the power of signature for all binding acts upon the association, with the exception of what is stipulated in article 10 regarding legal representation.

The Secretary General may delegate his/her responsibilities to one or more persons of his/her choice.

Within the limits of Eurofuels  management, the Secretary General can grant special powers to one or more persons of its choice.

EUROFUEL is validly represented by the Secretary General in all matters relating to the day-to-day management.

The Secretary General shall attend and shall act as Secretary at meetings of the Board of Directors and General Assemblies. The Secretary General may attend any Committee Meeting of EUROFUEL.

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      article 9:   Budget and Accounts

The financial year commences on the 1st January each year and terminates on 31st December of the same year.

The Treasurer shall prepare the Budget for the following year and the accounts of the previous year. The Treasurer shall submit these documents for adoption by the Board of Directors and, on behalf of the Board of Directors, for final approval of the Ordinary General Assembly. Twenty days before the General Assembly, a copy of these documents must be sent to the registered address of each Full and Associate Member. .

The annual contribution for each Full and Associate Member is fixed annually by the General Assembly by a majority of at least three quarters of the Full Members present or represented.  The modalities of payment are set by the Board of Directors. They must be approved by the General Assembly.

In the event of exceptional expenditures, the General Assembly may approve such expenditure and agree on its payment allocation between the Full Members by at least three quarters of the votes of the Full Members present or represented.

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      article 10:   Auditors

The Ordinary General Assembly shall appoint one or more Auditors who shall hold office for a year and be eligible for re-election. The Auditor(s) shall examine the books of EUROFUEL at least annually and shall report regarding the Annual Accounts to the Ordinary General Assembly.
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      article 11:   Legal representation and powers of signature

All deeds binding EUROFUEL legally such as actions at law, both as plaintiff and defendant, must carry two signatures, with the exception of all deeds relating to the  day-to-day management. The authorized to sign are the President, Vice President and Treasurer. 
                                                         
Authorities to commit expenditure within the provision of the Budget and other powers of signature shall be decided by the Board of Directors.

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      article 12:   Modification of Statutes and Dissolution

A.  Modification of Statutes.
The General Assembly can only validly deliberate on modifications to the Statutes if the object thereof is specifically indicated in the calling notice of the meeting and if at least three quarters of the Full Members are present or represented. 
  
If at least three quarters of the Full Members are not present or represented at the first Assembly, a second Assembly shall be convened  which can deliberate on the matter regardless of the number of Full Members present or represented. 
 
In either of the two cases no amendment may be adopted, unless supported by at least three quarters of the votes of the Full  Members present or represented.

Each modification to the Objectives and/or Activities of EUROFUEL (article 2 of the present statutes) needs to be approved by Royal Decree.  All other modifications to the Statutes will be communicated to and accepted by the Minister of Justice or its representatives in accordance with article 50, §3 of the Act of 27 June 1921 regarding  national or international non profit organizations  and foundations .

The modifications to the Statutes need to be published in the annexes of the «Moniteur Belge».

B.  Dissolution and liquidation.

The General Assembly can decide the dissolution of EUROFUEL only if at least three quarters of the Full Members are present or represented. If this condition is not met, a second General Assembly may be convened not less than  one month later and not more than six weeks later, to legitimately deliberate on the question regardless of the number of Full Members present or represented.

 The General Assembly which pronounces the dissolution shall nominate the liquidators and determine their powers.


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Article 13:   Assets

 In case of dissolution, after payment of all debts, the assets shall be distributed among all Full Members of EUROFUEL, without prejudice to article 3.B. of the present statutes, proportionally to the amount of contributions paid by them during three years preceding the moment of dissolution of EUROFUEL.


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Article 14:   General Provisions

Any matters not provided for in the present by-laws, and in particular those pertaining to publication in the “Moniteur Belge” shall be governed in accordance with the stipulations of the Belgian laws.


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