ETICS STATUTES
European Testing, Inspection and Certification System (ETICS)
1000 Brussels, Rue des Deux Eglises 29
Number of Enterprise : 0642.700.917
CHAPTER 1 - Name, registered office, purpose and duration
Article 1
An international non-profit organization is constituted and is called “European Testing, Inspection and Certification System AISBL”, in French “Système Européen d’Essai, d’inspection et de Certification AISBL “, abbreviated as “ETICS”.
All the deeds, invoices, announcements, publications and other documents issued by the international not-for-profit association must mention its name, immediately preceded or followed by the words “international not-for-profit association” or the initials “AISBL”, together with the address of its registered office.
This Association is governed by the Belgian law and in particular by (i) the Law of twenty-seventh June nineteen hundred and twenty-one concerning not-for-profit associations and public utility establishments, as modified in particular by the Law of second May two thousand and two on not-for-profit associations, international not-for-profit associations and foundations, and by the Laws of sixteenth January and twenty-second December two thousand and three, (ii) these Articles of Association and (iii) its internal regulations (hereinafter called “the Law”).
Article 2
The Association’s registered office is located at Rue des Deux Églises, 29, 1000 Brussels.
It can be transferred to any other place in Belgium on the simple decision of its Board of Directors.
Any transfer of the registered office necessitates a notification to the Records Office of the Commercial Court of the place where the Association’s registered office is located and will have to be published in the appendices of the Moniteur Belge. If the transfer occurs in the Flemish Region, the Articles of Association will also have to be translated into Dutch and published in the appendices of the Moniteur Belge.
Article 3
The purpose of the Association, which is not intended to be profit-making, is to administer the schemes assessing third party conformity of products falling essentially under the electrotechnical sector but also in other fields which may be associated with testing, inspection and certification of products, processes and personnel.
Its main activity is to facilitate the access to the European market for products certified by independent third-party organisations, thus guaranteeing the safety and quality of products, processes and equipment for consumers.
To achieve its mission, the Association has the following aims:
- To coordinate the services provided by the members in the field of testing, inspection and certification.
- To organise expert training courses in the field of testing, inspection and certification, in order to ensure that European standards are applied in a harmonised way.
- To publish and administrate certificates issued by the members in a centralised database, which is available and accessible to consumers.
- To publish and administrate the documents specifying the methods of how to carry out harmonised testing, inspection, auditing and certification.
- To participate in the technical meetings of CENELEC in order to contribute to the development of European standards.
- To participate in the technical meetings of the European Commission, thereby promoting independent third-party certification as an alternative to the simple CE marking.
- To facilitate certification activities of its members by creating various common marks, licenses, certificates, quality labels and authorisations, as well as by providing common administrative and secretarial services;
- To promote third-party certification based on European standards, and to respond to the need to provide feedback from certification to standardisation bodies;
- To ensure openness and transparency in the European certification schemes in which its members participate, and to maintain a code of ethics during these certification activities;
- To protect the interests of the participants in the European certification schemes, while taking the interests of industry, users and consumers into account;
- To monitor in the market the use of schemes and marks, which are subject to licenses granted by the association;
- To ensure the coordination between European certification schemes and international schemes in the interest of the European Industry.
- and, in general, to achieve all objectives defined by the General Assembly and to carry out all acts or operations, which may benefit the trade of products, which have been found to meet the safety, performance, energy efficiency and other requirements as applicable under each specific certification scheme.
This field of activity may be extended on the decision of the General Assembly.
The Association may carry out all acts or operations as well as to adopt all measures likely to contribute to the achievement of its declared purpose and particularly to the cooperation between its members.
The Association is a not-for-profit entity. It may not undertake any action which might compete with the activities of one or more of its members.
It may carry out all acts which are directly or indirectly related to its purpose or which could lead to or facilitate the development of its achievement. In particular, it may give its assistance to and take an interest in any association, company or entity with a similar activity or which could assist the achievement or development of its purpose.
The Association may initiate legal proceedings in exceptional circumstances.
The Board of Directors is qualified to interpret the purpose of the Association.
Article 3bis
The documents issued by the Association may be written and presented wholly in the national language of each member.
Article 4
The Association is constituted for an indefinite duration. It can be dissolved at any time.
CHAPTER 2 - Members
Article 5
The Association is made up of certification bodies established principally in European countries which, in turn, are legal entities constituted in accordance with the laws of their countries of origin in the fields of activity referred to in Article 3 above.
Article 6
Any member who ceases to hold the qualification required in Article 5 above also ipso facto ceases to be a member of the Association.
Article 7
The signatories of these Articles of Association are full members of the Association.
On the approval of the Association’s General Assembly, the certification bodies which fulfil the definition set out in Article 5 of these Articles of Association may be admitted as full members.
Applications for membership must be sent to the Association’s Secretariat.
Any application for membership implies full and complete acceptance of the provisions of the Articles of Association as well as the rules of the Association and all the resolutions adopted by its Board of Directors and General Assembly.
When issuing its decision on the acceptance of an application for membership, the General Assembly must state the reasons for its decision, that decision being definitive.
Article 8
Any member may withdraw from the Association by sending a written notification to the Secretary General. If the notification is made during the first half of the financial year it will not come into effect until the end of that financial year. Notifications of withdrawal from the Association received during the second half of the financial year do not come into effect until the end of the following financial year.
Any member withdrawing from the Association must honour all of its obligations towards the Association until the effective date of its withdrawal in accordance with the preceding provisions.
Members who have withdrawn from the Association lose all right to the Association’s assets.
Members who for whatever reason cease to be an integral part of the association also lose all rights to the assets of the Association.
When, in the event of failure to fully pay an annual membership fee, the corresponding notice of pay sent to the member by the General Secretariat remains ineffective, the member is deemed to have withdrawn from the association.
If this withdrawal takes effect during the first half of the financial year, the Association is entitled to claim the payment of the contributions due until the date when the withdrawal comes into effect, as well as a sum equal to the contribution due until the end of the current financial year.
If this withdrawal takes effect during the second half of the financial year, the Association is entitled to claim the payment of the contributions due until the date when the withdrawal comes into effect, as well as a sum equal to the contribution due until the end of the current financial year.
Article 9
Members can be excluded from the Association only for serious reasons and only once the decision to exclude them has been adopted by a majority of two thirds of the members of the General Assembly.
On the proposal of the Board of Directors, the President or Vice-President invites the member concerned to defend itself. The invitation is sent by registered letter at least two weeks before the meeting of the General Assembly at which the question is to be raised.
The exclusion takes effect on the date fixed by the General Assembly. The rights and obligations of the excluded member, and particularly its financial obligations to the Association, are the same as those of a member having withdrawn from the latter.
Article 10
The Association consists of full members, associate members and observers.
The certification bodies are legal entities constituted according to the laws of their countries of origin which are considered representative of one or more of the fields of activity defined in Article 3 of these Articles of Association and which are accepted as such by the General Assembly in accordance with Articles 5 and 7 of these Articles of Association.
Full members:
Full members are exclusively certification bodies established in countries where the European standards (EN) have been adopted.
Associate members:
Associate members are certification bodies established in countries wishing to adopt the conformity assessment schemes administered by ETICS and recognising those schemes nationally by allowing access to markets in those countries.
Observers:
These are entities such as manufacturers trade associations, consumers’ associations, buyers’ associations and retailers and all other international associations and organisations interested in third party conformity assessment schemes.
Only full members have the right to vote at a General Assembly. Associate members and observers can attend General Assemblies without the right to vote.
CHAPTER 3 - General Assembly
Article 11
The General Assembly is convened by its President or by the Secretary General. It meets at least once a year in the place and on the date fixed by the person who called it. It can also be called at the request of one third of its members. Notices of General Assemblies are sent to the members at least six weeks beforehand, except in the case of extraordinary meetings for which three weeks’ notice suffices.
Each member is represented at the General Assembly by a delegate bearing full powers (Presidents, Directors and/or other Officers of the members). Each member has one vote.
Article 12
The General Assembly has the following powers:
- Admission and exclusion of members.
- Acceptance of reports concerning the activities of the Board of Directors over the past year.
- Granting of the discharge to the members of the Board of Directors for their administration and financial management during the past financial year.
- Approving of the main policy guidelines to be followed by the members of ETICS, based on the recommendations of the Board of Directors.
- Approving or rejecting the budget and contributions for the coming financial year, on the proposal of the Board of Directors.
- Appointing and dismissing the Secretary General.
- Adopting the Association’s rules on the proposal of the Board of Directors.
The agenda of the meetings of the General Assembly is drawn up by the Secretary General on the proposal of the Board of Directors. It must include all the wishes and proposals presented.
All the decisions of the General Assembly, particularly those fixing the amount of the contributions of the members intended to cover the Association’s expenses, are binding for all the members.
Without prejudice to the provisions of Articles 9 and 15, the decisions of the General Assembly are valid only if at least half the members of the Association are present. Each member can be represented at General Assemblies by another member bearing a power of attorney. However, the maximum number of powers of attorney held by a single member is limited to two.
The General Assembly can also deliberate by referendum on matters submitted to it by the Board of Directors, with the exception of those pertaining to the matters referred to in articles 24 and 25.
Decisions by referendum are valid only if the votes of at least half the members of the Association are received by registered letter or through an electronic voting system, according to the selected method, by the closing date of the vote.
Without prejudice to the provisions of Article 9, the members present or voting by correspondence adopt decisions by a two-thirds majority, abstentions not being taken into account.
However, when a question concerns exclusively one of the conformity assessment schemes administered by ETICS – ENEC, for example – only the members concerned because of their participation in that scheme make the corresponding decisions. The other members of ETICS then do not participate in the vote.
Subject to the provisions of Article 24, the General Assembly may modify the Association’s Statutes and pronounce its dissolution or its membership in other international organisations.
The General Assembly elects a President and a Vice-President from among its members for three years with the possibility of their re-election once. The decisions of the General Assembly must be recorded in a register kept at the Association’s registered office.
CHAPTER 4 - Board of Directors
Article 13
The Board of Directors is convened by its Chairman or by the Secretary General. It meets at least twice a year at the place and on the date fixed by the person who called it.
Subject to the conditions set out in this chapter, the number of members, the way they are elected and the installation of the Board of Directors are established in the Association’s internal regulations.
However, the following people are ex-officio members of the Board of Directors:
- The President of ETICS;
- The Vice-President of ETICS;
- The Chairman of the conformity assessment systems administered by ETICS, if appointed;
- The Secretary General, who does not have a voting right.
Article 14
Subject to the provisions of Article 13 of these Articles of Association, the Association is managed by a Board of Directors whose members are elected by the General Assembly among the full members for three years. The members of the Board of Directors may be elected for more than one consecutive mandate.
When, in the course of his/her mandate, a member of the Board of Directors ceases the duties he/she used to occupy in the association when he/she was elected, he/she is deemed to have resigned from his/her duties on the Board of Directors.
If a member of the Board of Directors is unable to complete his/her mandate, the General Assembly proceeds to appoint a new member of the Board of Directors to replace the departing member for the remainder of his/her mandate.
The minimum number of members of the Board of Directors is six (6) and the maximum is twelve (12). The number of members of the Board of Directors cannot exceed the number of members of the Association minus one.
Article 15 - Powers and obligations of the Board of Directors
The Board of Directors is in charge of the Association’s administration and the management of all its activities.
To this end, the Board of Directors has the broadest managerial powers and particularly the right to proceed with all administrative acts and procedures and to make any other necessary arrangement.
In particular, it is responsible for the following tasks:
- Preparing the main guidelines of the annual work programme of ETICS to be submitted for the approval of the General Assembly.
- Formulating recommendations to the General Assembly concerning applications for membership.
- Carrying out all administrative acts and procedures and taking all other necessary measures, particularly as regards judicial proceedings.
- Deciding on any political and administrative questions which may be submitted to it by the steering committees, horizontal working groups or the Secretary General, provided that such questions are compatible with the guidelines accepted by the General Assembly.
- Undertaking financial management and the preparation of budgets, including matters concerning contributions, to be submitted to the approval of the General Assembly, and controlling expenses.
- Creating and dissolving working groups.
The meetings of the Board of Directors may also be held for audio or videoconference, provided that each of the participants can be identified by all the others and that each of the participants is able to intervene in real time during the discussion of the topics examined, as well as to receive, transmit and view documents. If these conditions are met, the meeting is considered held in the place where the President is located.
If a member of the Board of Directors is unable to attend one of its meetings, he/she may either take part by audio or videoconference or appoint a representative from among the Board itself who will be invested with full powers to act in his/her name and on his/her behalf. However, no one member of the Board of Directors may hold more than one power of attorney.
Article 16
The Board of Directors can act only if at least half its members are present or represented.
All the decisions of the Board of Directors must be adopted by a majority of at least two thirds of the votes cast by its members, abstentions not being taken into account. Each member of the Board of Directors has one vote.
The decisions of the Board of Directors are recorded in a register kept at the Association’s registered office.
Article 17
The acts binding the Association are valid only if they are signed by the President and the Secretary General.
When the President is not available, and by resolution of the Board of Directors, the acts binding the association may be signed by the Vice-President.
However, acts of daily management are valid with the signature of the Secretary General only.
All judicial proceedings, whether as plaintiff or defendant, are conducted in the name and on behalf of the Association by its Board of Directors, represented by its President, its Vice-President, the Secretary General or any other person appointed to that effect by the Board of Directors.
CHAPTER 5 - Secretary General
Article 18
The Secretary General is appointed by the General Assembly which can also dismiss him/her on a decision made by the two-thirds majority of the members present or represented, in accordance with the provisions of Belgian legislation.
The Secretary General is entrusted with the executive functions of ETICS and the conformity assessment schemes administered by the Association.
He/she is responsible for running the Association’s Secretariat. He/she takes charge of the Association’s management in accordance with the general guidelines established by the Board of Directors. He/she operates under the supervision of the Board of Directors.
CHAPTER 6 - Auditor
Article 19
The Board of Directors may have the accounts checked by an independent auditor.
CHAPTER 7 - Steering Committees, Task Forces, Working Groups
Article 20
The Board of Directors may set up Steering Committees, Task Forces and Working Groups. It defines their structure, subject and methods, taking the following points into account: they must have a consultative role and cannot in any way encroach on the rights of the General Assembly and of the Board of Directors.
Article 21
The Steering Committees comprise of representatives from the members of the Association. Experts and observers proposed by members or stakeholders of the association can participate occasionally or permanently in the meetings of a Steering Committee subject to the authorization of the Secretary General according to the guidelines of the Board of Directors.
Each Steering Committee appoints a Chairman who organises its work. The Secretariat of ETICS undertakes the secretarial work of these committees. The Steering Committees handle matters related to their own activities.
Article 22
The Board of Directors may also dissolve the Steering Committees.
The Board of Directors may also create and dissolve Working Groups and Task Forces, depending on the matters relevant to the purpose of the association.
Each Task Force and Working Group appoints a convenor who will organise its work.
The Task Forces and Working Groups are entrusted with matters of special interest to the industrial segment concerned in the context of the conformity assessment schemes administered by ETICS.
Article 23
The structure, tasks and working methods of these Steering Committees, Task Forces and Working Groups are defined in detail in the relevant Terms of Reference and, eventually, in the relevant Permanent and Operational Documents.
CHAPTER 8 - Modification of the Articles of Association and dissolution
Article 24
On the proposal of the Board of Directors, the General Assembly may modify the Articles of Association, pronounce the Association’s dissolution, its membership to any other international body or its withdrawal from an international body.
The modifications to the Statutes of the Association and the dissolution of the Association are decided by the majority of two thirds of the votes of the members present or represented at the meeting of the General Assembly called for that purpose.
However, the Association’s dissolution can be pronounced only if at least three quarters of the members are present or represented.
Any modification to the Statutes of the Association must be submitted for the approval of the Ministry of Justice and be published in the appendices to the Moniteur Belge.
Article 25
If the Association is dissolved, the General Assembly must appoint one or more liquidators and decide how the net assets of the Association will be shared. After the Association’s dissolution, the General Assembly assigns its net assets to a not-for-profit entity with a purpose similar or close to that of ETICS.
On the proposal of the Board of Directors, the General Assembly determines the sharing of the expenses and responsibilities, resulting from the dissolution, among the members of the Association.
CHAPTER 9 - Budgets and accounts
Article 26
The financial year begins on the first of January of each year and ends on the following thirty-first of December.
As an exception, the first financial year will begin today and end on the thirty-first of December two thousand and sixteen.
Article 27
The accounts of the past financial year and the budget for the following year will be produced annually by the ETICS Secretariat which will submit them each year for the approval by the General Assembly at its next meeting.
Article 28
Without prejudice to Article 53, § 5, of the Law, the Board of Directors may appoint an auditor, who need not be a member, to check the Association’s accounts and present an annual report to it.
It will determine the duration of the auditor’s mandate and the amount of his/her remuneration, if any.
CHAPTER 10 - Miscellaneous
Article 29
On the proposal of the Board of Directors, the General Assembly can adopt one or more regulations binding all its members. These regulations are added to the Statutes of the Association but do not in any way contradict the provisions of the latter.
Article 30
Jurisdiction is specifically assigned to the courts of the judicial district of Brussels in case of any dispute.