Statutes

ASSOCIATION OF EUROPEAN MANUFACTURERS OF GAS METERING EQUIPMENT, GAS PRESSURE REGULATORS AND ASSOCIATED SAFETY DEVICES AND STATIONS FARECOGAZ

 

STATUTES


Foreword

The association FARECOGAZ is the result of a merger of the former facogaz and faregaz having a history back into the 1950s. It brings together the manufacturers dealing with the gas metering chain (gas meters, associated converters, gas chromatographs, data loggers), gas pressure regulators with associated safety devices and relevant stations. F


1    Name
    
The association has the name
    
FARECOGAZ - Association of European manufacturers of Gas Meters, Gas Pressure Regulators and associated  Safety Devices and Stations
    
    
2    Members
    
The association is open to all manufacturers of gas meters and/or gas pressure regulators with associated safety devices and any other associated gas equipment/ systems provided that the following conditions are fulfilled:

a) The manufacturers must have a manufacturing legal entity situated inside the EU or inside the potentially candidate countries to be part of the EU.

b) The manufacturers must have a at least two years of continuous experience in the developing and manufacturing of gas meters and/or gas pressure regulators and associated safety devices. (Trading alone is excluded.)

c) Net Sales should amount at least to 5 million EURO per year. (Sales definition: Annual turnover of gas meters, gas pressure regulators and associated safety devices, stations and AMR in Europe (EU-27) (att.1))

d) manufacturer must support actively the work of the technical bodies.

e) The application must be supported by two FARECOGAZ members who belong to different enterprises and come from two different countries. Furthermore the General Secretary must support the application.

f) The statutes have to be accepted without any reservations.

g) On recommendation of the president the applicant will be appointed as a member of the association with a majority of 75 % of the votes of the members.
    
    
3    Status and registered office
    
3.1     FARECOGAZ is a non-profit international association representing the interests of the in § 2 mentioned manufacturers. The headquarters of the Association  are located in the country of its General Secretary. They can be moved to any other country by decision of the Plenary Assembly.

3.2      The financial year is the calendar year.

3.3      The language of the association is English.

3.4     The association is a non-profit making association and may not take any action affecting the competitive efforts of individual members i.e. FARECOGAZ cannot make decisions which influence the economic freedom of decision-making of its members .
    
    
4    Scope, Objectives and Activities
    
4.1      Scope
The scope of FARECOGAZ covers any technical and related issues concerning gas meters, gas pressure regulators and associated safety devices and stations relevant to gas infrastructure in Europe.
    
4.2      Objectives
Within the above mentioned scope, in a spirit of equality amongst all members and on a principle of consensus FARECOGAZ acts as a forum for the exchange of views co-operating towards the regulatory framework (European directives, standards, codes of practice, guidelines, reports…):

•    to promote safety, quality, reliability, cost effectiveness, sustainability and environ-mental aspects of gas metering equipment, gas pressure regulators and associated safety devices and stations  

•    to actively promote and monitor standardisation activities related to gas meters, gas pressure regulators and associated safety devices and stations conducted by the European Committee for Standardisation (CEN), the International Organisation for Standardisation (ISO), the European Cooperation in Legal Metrology (WELMEC), the Organisation Internationale de Metrologie Legale (OIML) and others to ensure that the best interests of its members are met.

•    to identify, monitor and take action on technical legislation at EU level including the European Commission and the European Council, the European Parliament, European Regulatory Authorities and others

•    to promote harmonisation of the provisions on common technical aspects of the gas metering equipment and gas pressure regulator and associated safety devices (e.g. implementation of PED, ATEX 1&2, surveillance in use)

•    to promote cooperation with other associations representing the European Gas Industry or other industry associations

•    to study any technical subject of interest for its members and to initiate appropriate research activities

4.3      Activities
The association intends to achieve the above mentioned objectives through e.g. the following activities:

•    The representation towards EU authorities, relevant organisations (e.g. Marcogaz, ESMIG, ORGALIME), standardisation bodies and other stakeholders
•    The cooperation with and the development of European working groups on relevant standardisation issues
•    The participation in relevant European activities: conferences, workshops, technical committees, working groups, coordination groups
•    The improvement of internal and external communication related to the scope of association
•    The collection of relevant statistical data about the market development (Market survey)
•    The support of the technical and economic progress by evaluation of new scientific research methods
•    The monitoring of either the drafts of new European technical regulations and the new proposals for including in the national regulations of the EU member states of new technical regulations, when in both cases, the technical regulations concern gas equipment.

4.4    Compliance
The association adheres to a strict compliance standard with all applicable legal provisions, especially with respect but not limited to anti-trust provisions. The association will take appropriate measures to ensure a strict compliance in all of its activities and it will remind the members before the initiation of any activity, convention, meeting or other relevant conduct of the each and any compliance obligation.


5    Administrative Bodies
    
Administrative bodies of FARECOGAZ are the Plenary Meeting, the Presidency with its General Secretariat and the Technical Committees with the Technical Secretariats.
    
    
6    Plenary Meeting
    
6.1    The highest decision making body of FARECOGAZ is the Plenary Meeting. It is the assembly of the representatives of the member companies. The Plenary Meeting decides on all questions of a general nature as well as on all applications submitted by the members. Above all, the Plenary Meeting has to make decisions on the following questions:

a) Issue and modification of the statutes

b) Approval of the work of the administrative bodies of the association

c) Fixing of the budget

d) Fixing of the annual membership fee concerning the different groups (att. 1).

e) Approval of the work of the presidency and of the general secretary

f) Election of the president and the vice-president

g) Election of the auditors

h) Special requests of the members

i) Approval of the work programmes of the Technical Committees

j) Liquidation of FARECOGAZ

k) Installation of Technical Committees and ad hoc working groups
    
6.2    The ordinary plenary meeting will take place once a year.
    
6.3    The president decides if a convention of the plenary meeting should be called. It must be put down in writing. The agenda has to be enclosed and the invitation has to be dispatched at least 6 weeks before the date of the meeting. Additional requests to be put on the agenda must reach the general secretary 4 weeks before the date of the meeting at the latest. A revised agenda has to be distributed latest three weeks before the date of the meeting.

6.4.      Each member company has votes according to its annual membership fee group that is derived from att. 1. Members controlled by more than 50% by another member don´t have the right to express votes.

6.5      Each member has the right to be represented at the plenary meeting by a responsible person of his company who must be entrusted with all decision-making powers. Additional representatives of the company can be delegated.
    
6.6      A member who is not present at the plenary meeting can transfer his legal authorities to another member. However, one member can only be given the power of attorney once.
    
6.7     The plenary meeting can only make a decision if at least 50 % of the votes of the association are properly represented.
    
6.8      If the necessary number of votes for making a decision is not achieved a new plenary meeting can be convened which will take place at least 4 weeks after having dispatched the invitation.
    
6.9     In this case this new plenary meeting can make a decision independent of the number
          of the votes represented.
    
6.10    Concerning the following decisions a majority of 75 % of the votes is necessary:

a) Election of the president and the vice president

b) Approval of the proposed presidency of the technical committees

c) Election of the General Secretary

d) Modification of the statutes

e) Admission of new members

f) Exclusion of members

g) Fixing of the budget including the membership fees

h) Disbanding of FARECOGAZ

Concerning all other decisions the simple majority of the members present or represented is sufficient.
    
6.11    The plenary meeting is only allowed to decide on questions set down in the agenda.

But the plenary meeting can discuss questions which are not on the agenda provided that all members represented unanimously agree to a discussion of the questions concerned.

Decisions concerning these topics are only valid if also the members not present at the meeting are requested to vote within a period of 4 weeks.
    
    
7    Presidency

7.1     The president, the vice-president and the presidents of the technical committees are members of the presidency. The Presidency meets whenever the president calls for a meeting. A meeting of the Presidency shall be validly constituted if half of its members plus one are present. The decisions will be deemed approved if they are approved by a simple majority.
    
7.2      The president and the  vice-president will be elected for two years in the course of the plenary meeting according to paragraph 6.10. At the end of this period a new president who may be the vice-president as well as a new vice-president will be elected. Generally they will take up their functions on September 1st after their election and will carry out their duties until their successors take up their positions.
    
7.3      The president chairs FARECOGAZ and is its representative. He deals with the day to day business. He is allowed to take part in meetings of the various committees and he must regularly be informed about the work by the representatives of the relevant committees.
    
7.4     The presidency examines the applications for membership and submits them to the plenary meeting for final decision.
    
7.5      The presidency has the following tasks:

a) To carry out the decisions of the plenary meeting into action

b) To organize the next annual meeting in accordance with the general secretary.

c) To take all the necessary steps which are not explicitly the responsibility of the plenary meeting.

d) To examine the applications for membership and to submit them to the plenary meeting.

e) To examine all affairs concerning the association and to prepare the plenary
     meeting.

f) If necessary, to call extraordinary plenary meetings.

g) To submit a proposal to the plenary meeting concerning the future activities of the technical committee

h) To guarantee the efficiency of the work of the association.
    
i) To submit a proposal for the General Secretary

    
8    General Secretariat
    
8.1    The president proposes the general secretary.

8.2    The general secretary's tasks are the correspondence with the members of the association, if necessary with third persons, the principal preparations of the plenary meetings and other meetings and the distribution of the minutes of the plenary meetings.
    
8.3    Those members of the association who wish to put a question or a topic on the agenda of the plenary meeting, have to inform the general secretary according to paragraph 6.3.
    
8.4    Requests for topics concerning the presidency or the technical committee must be submitted to the general secretary by the members in writing.
    
8.5    The statutes are written in English. The decisions of the plenary meeting and the presidency are written down in the minutes which are generally drawn up in English.
    
    
9    Technical Committees
    
9.1     Two technical committees are installed dealing with gas metering (I) and gas pressure regulation and associated safety devices. (II).
    
9.2     The technical committees are chaired by the presidents of the technical committees who will be elected by the members of the technical committees for a period of two years and approved by the Plenary Meeting according to 6.10b. Re-election is possible. It is not allowed that the same person chairs both technical committees. The secretary can be named by the president of the technical committee. The secretary is responsible for all matters of organisation as far as the technical committee is concerned.

9.3     Each member has the right to be represented by an expert in the relevant technical committee. The expert should be able and willing to support the work of the technical committee actively. The expert of one member can be accompanied by a second expert without right to vote.
    
9.4      The task of the technical committee is to carry out the work programme of the plenary meeting, discuss its recommendations, propose the updated work programme and deal with other upcoming issues.

9.5    If necessary, decisions will be taken by an absolute majority. Each member represented in the Technical Committee has votes according to 6.4.

9.6    It is recommended that for common technical matters any decision should be taken by technical committee I (gas metering) and technical committee II (gas pressure regulation and associated safety devices)  in common meetings unanimously.
    
    
10    Obligations of the Members
    
10.1    Each member has to observe the statutes of the association and respect the decision which has been made by the plenary meeting and the presidency in accordance with the rules, has to support actively the work of the technical bodies and perform and keep a loyal behaviour to other members in managing technical information available from committees.
    
10.2    The members of the association are responsible for the observation of the regulations according to above mentioned paragraph concerning their employees as well as representatives who act on their behalf.
    
10.3    Within 3 months from the moment when the present statutes have come into force, the members of the association are obliged to submit a list to the General Secretary of those persons to whom confidential information can be given.
    
10.4    Each member of the association who founds a new registered company producing gas pressure regulators, safety devices, gas meters and/or stations, who buys such a company or purchases the majority of such a company has to inform the presidency within 4 weeks after purchase or purchase of the majority of the shares - however there is no duty to inform the presidency in the case of a tacit transaction.

    
11    Notice of Termination - Exclusion
    
11.1    Each member has the right to leave the association within a period of notice of 6 months before the end of the financial year. He has to inform the general secretariat by registered letter.
    
11.2    The plenary meeting has the right to exclude any member who does not fulfil his obligations or who breaks the rules of competition.
    
11.3    The rights and obligations of the member will be maintained until the end of the membership status.

Cologne, March 21st,2011


Attachment 1


Net Sales                            Annual Membership Fee (*)                          Votes
(EU-27**)

5 - <= 20 Mio €                   Group I                                                            1

>20 - <= 50 Mio €               Group II                                                           2

>50 Mio €                           Group III                                                          4

* please refer to 6.1d

** EU-27: Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxemburg, Malta, the Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden and the United Kingdom.