EU PLANT
European Organisation of Young Plant Producers
STATUTES
Article 1 Name – business seat
1.1 An International Non-Profit association has been created, with the name EUROPEAN ORGANSIATION OF YOUNG PLANT PRODUCERS, in its shortened form EU PLANT. To this Association, the provisions of chapter III of the Belgian law of 27 June 1921, on Non Profit Associations, on International Non Profit Associations and on Foundations applies.
1.2 The Association has its seat in a community of the Brussels Region. At this moment, the seat is located at Square Ambiorix, 32/Bte 24, B – 1000 Brussels. It can be transferred to any other place in Belgium by decision of the Board, which is to be published within one month after the decision in the Annexes to the State Gazette.
Article 2 Purpose
2.1 EU PLANT regroups professional national associations of companies in the European Union (EU) and European Free Trade Association (EFTA) and, if appropriate, other European Countries, contributing by their research, production and marketing to the Young Plant Production.
2.2 The mission of EU PLANT is:
2.2.1 to foster the determination, communication and implementation of best propagation practices.
2.2.2 To promote the young plant production.
2.2.3 To identify, to co-ordinate and to facilitate any type of scientific research and more specifically, on any aspects and activity of relevance to the young plant chain.
2.2.4 To contribute to the general and specific information of the Members by the coordination, collation and dissemination of available information.
2.2.5 To facilitate these purposes by the management of the association, for example, by editing documents, initiating studies, organising meetings, seminars and conferences.
2.2.6 To contribute to the knowledge base of the Young Plant production, in particular by facilitating the exchange of trainees or by the provision of training scholarships.
2.2.7 To improve the quality of materials used during growing of the Young Plants like seed, pest-control supplies and substrates, with the aim to improve the quality of the Young Plant.
2.2.8 To raise funds to stimulate research, innovation and best growing practices in the Young Plant production, to improve sustainable production and to protect the environment.
2.3 EU PLANT equally shall lobby and seek representation within the political and administrative bodies of international organisations and the European Union in particular and, for as much as necessary, to any other competent body, group and individual in general, in order to devote its energy to the development and protection of the Young Plant sector, especially on the subject of phytosanitary rules and legislation and also to take any appropriate action to this end.
2.4 EU PLANT shall also have the mission of representing its Members before European and international governmental or non-governmental organisations which deal or will deal with subjects in which EU PLANT is competent.
Article 3 Membership
3.1 All Members are legally constituted following the laws and customs of their home country.
3.2 The following membership categories can be distinguished:
- Founding Member: National or Regional Association of Young Plant Raisers who founded EU PLANT;
- Associate Member: National or Regional Association of Young Plant Raisers having their registered office in one Member State of the European Union or the European Free Trade Association (EFTA), subsequently becoming a Member of EU PLANT;
- Individual Member: a company growing young plants, having its business seat in the EU or in EFTA;
- Observer Member: Young Plant related industries or third parties;
- Honorary Member: a physical person.
3.3 The Founding Members are:
- Asociacion de Semilleros Horticolas (ASEHOR), Spain
- Consorzio Ortovivaisti Italiani (COVI), Italy
- Plantum NL, The Netherlands
- Plant Propagators Ltd (PPL), United Kingdom
- Syndicat Français des Producteurs de Plants pour Professionnels (SFPPP), , France
- Plantalgarve Viveiros Agricolas, Portugal
- Deutsche Gemüsejungpflanzenbetriebe e.V., Germany.
- Members, subsequently invited by the Founding Members, can be accepted as a Founding Member. The procedure for invitation and adoption of additional Founding Members is laid down in Internal Rules.
3.4.1 A National or Regional Association of Young Plant Raisers in Europe, a company growing Young Plants or Young Plant related industries or third parties, seeking membership of EU PLANT have to sent a written application to the Board over the Secretariat General.
3.4.2 For Associate Members, the Board shall decide without appeal on the acceptance, after having requested the opinion of the other association(s) of the respective member country. An Individual Member can only be accepted, if no association of Young Plant Growers in his Member State exists and will automatically lose his membership as from the next business year, when an association in his Member State is founded and which is accepted as an Associate Member of EU PLANT. In that case, the Board can decide to offer this Individual Member to become an Observer Member.
3.5 The Board may decide, on a case-by-case basis, at which meetings Observer Members may be present, or what part of the meeting will be open to embers with Observer status.
3.6.1. EU PLANT Membership is lost when a Member ceases to exist or after its resignation.
3.6.2 The resignation must be submitted in writing at least six months before the end of a business year to take effect at the end of that year.
3.6.3 Full membership fees will be due for the year in which membership ends irrespective of the reason.
3.6.4 A member can be expulsed in case of non-payment of the membership fee or if it is acting contrary to the statutes or objectives of EU PLANT. The decision by the Board to propose the expulsion of a Member must be approved by two thirds of the Board and has to indicate the motives. It has to be notified to the Member by registered mail. The Member concerned has the possibility to give an explanation to the Board.
3.6.5 If the decision is upheld by the Board, it must then become ratified by the General Assembly.
3.6.6 The decision taken by the General Assembly must be notified by registered mail to the Member concerned.
3.6.7 A Member that loses its Membership irrespective of the reason loses all rights to the assets of EU PLANT.
Article 4 Rights of Members
4.1 The Founding Members, Associate Members and Individual Members have the right to receive all information and opinions on the subjects of competence of EU PLANT.
4.2 The Founding Members, Association Members and Individual Members can submit suggestions to the Board, take part in the voting according to the provisions laid down by the General Assembly, and provide any document, position paper or proposal for motions.
4.3 Observer Members have the right to participate in the EU PLANT General Assembly. The Board may decide, on a case by case basis, at which other meetings Observer Members may be present, or what part of the meeting will be open to them.
4.4 Voting Rights in the General Assembly:
4.4.1 The Founding Members have 10 voting rights each.
4.4.2 Associate Members have 3 voting rights Individual Members have one vote, Members with an Observer Status do not have voting rights.
Article 5 Obligations of the Members
5.1 Each Member undertakes to provide assistance in the achievement of the aims of EU PLANT as defined in its statutes, to respect the statutes and to comply with the decisions legally taken.
5.2 The Members also undertake to pay the contribution(s) or membership fees fixed by the General Assembly for each accounting period.
Article 6 The Organisational Structure of EU PLANT
6.1 The bodies of EU PLANT are:
a) The General Assembly (Article 9)
b) The Board (Article 7)
c) The President (Article 8)
d) The Secretary General (Article 13)
e) The Auditing Committee (Article 9.1.13)
6.2 The Board can decide to install:
- Sections, dealing with plant issues (Article 10, 12);
- Technical Committees, dealing with technical issues (Article 11, 12);
- Working Groups, dealing with technical issues, which are part of the Sections or of the Technical Committees (Article 10.4 and 11.2).
6.3 The members of the different Bodies carry out their activities free of charge.
Article 7 Board
7.1.1 The Board is composed of maximum all Founding Members and up to four members at large.
7.1.2 The Members communicate the name of their representative and of one or more substitute representatives in the Board by sending a letter to the Secretary General, who shall inform the Members about these nominations.
7.1.3 The Chairmen of the Sections and of the Technical Committees (as far as established) can be accepted by the Board as advisory member of the Board.
7.1.4 The Board has a minimum of two members.
7.2 The Board is responsible for the preparation of strategic policy questions of the Association.
7.3 The President convenes meetings by e-mail, fax, letter or phone at least twice a year on his initiative, or when a third of the members of the Board so request.
7.4 Founding, Associate and Individual Members present themselves to the General meeting as candidate for election as member at large. The Members elected, communicate the name of their representative and of one or more substitute representatives in the Board by sending a letter to the Secretary General, who shall inform the Members about these nominations.
7.5 The Board elects out of his members a President and may elect a Vice President and a Treasurer for a renewable term of 3 years. Physical persons, representing a Board member, can execute the function of President, Vice President or Treasurer for three terms consecutively; representing a Board member for another term is only possible after the expiration of three calendar years.
7.6 The Chairmen and the members of the Sections and of the Technical Committees will be elected by the Board. The term of election will be for three years, renewable, unless otherwise decided.
7.7 The decisions of the Board are taken by the majority of the votes cast. In order to decide validly, a minimum of two-thirds of the Board members should be present or represented. In the absence of a majority, the President has the casting vote.
7.8 The decisions of the Board will be filed in chronological order in a special register, maintained by the Secretary General.
7.9 The members of the Board who cannot attend a Board meeting may delegate their vote to another member of the Board. Every Board member can hold up to a maximum of 2 proxies.
7.10 A physical person may be awarded Honorary Membership by the General Assembly on proposal of the Board. An Honorary Member shall be invited to all the meetings of the General Assembly, in an advisory capacity.
7.11 Board members who consecutively miss two Board meetings without justification will lose their Board membership. The General Assembly can decide to grant Board membership again.
7.12 The Board decides on modifications to the statutes, which are of a technical, linguistic, or legal nature and which are proposed by the Ministry of Justice.
7.13 The Secretaries General of the Founding Members may attend the meetings of the Board in an advisory capacity.
Article 8 President of the Board
8.1.1 The President of the Board represents EU PLANT in all legal actions, as a plaintiff or a defendant and in all administrative questions.
8.1.2 The President of the Board can delegate powers to the Vice-President, another member of the Board or the Secretary General.
8.2 The President of the Board, or his designated representative, represents EU PLANT before the European Union authorities and any European or international governmental or non-governmental organisation.
8.3.1 The President is responsible for the management of the day-to-day business of EU PLANT.
8.3.2 The President, or in his /her absence, the Vice President or another Board member, will convene and chair meetings of the Board and the General Assembly.
Article 9 General Assembly
9.1 The principle tasks of the General Assembly are:
9.1.1 Deciding on the strategic policy of EU PLANT;
9.1.2 Approval of the Annual Report presented, by the Board;
9.1.3 Deciding on the Annual Accounts presented by the Board and, in case of approval, giving official discharge to the Board;
9.1.4 Fixing the budget forecast on the basis of the proposal made by the Board;
9.1.5 Fixing the membership fees on the basis of the budget proposal made by the Board;
9.1.6 Deciding on admission and expulsion of members;
9.1.7 Determining the dates and places of the General Assemblies;
9.1.8 Electing all Board members;
9.1.9 Deciding on the re-election of a Board Member, after losing Board membership;
9.1.10 Approval of internal regulations;
9.1.11 Awarding Honorary Membership;
9.1.12 In a general way, deciding on all questions put on the agenda. The written convocations together with the agenda shall be sent out by the Secretary General to the Members at least four weeks prior to the meeting of the General Assembly. Only those questions, which have been submitted to the Secretariat General at least two months in advance, will be included on the agenda. However, the General Assembly, on unanimous vote may add items to the agenda at the beginning of the meeting of the General Assembly;
9.1.13 Appointing an External Accountant or a commission of two Members of the General Assembly for the financial supervision, called Auditing Committee.
9.1.14.1 Deciding on the dissolution of EU PLANT and on the modifications of the Statutes of EU PLANT. These decisions must be taken by a Special General Assembly.
9.1.14.2 This does not apply to modifications to the statutes which are of a technical, linguistic or legal nature and which are proposed by the Ministry of Justice; where the General Assembly does not decide on such modifications, the Board is empowered to decide.
9.1.14.3 The modifications must be published in the Annexes to the Moniteur Belge.
9.1.15 All remaining powers are vested with the General Assembly.
9.2 The President must convene an Ordinary General Assembly at least once a year.
9.3.1 Extraordinary General Assemblies are all those, convened apart from the Ordinary General Assembly. These shall be convened by the President on request of the Board or of Members representing at least ¼ of the votes of EU PLANT.
9.3.2 The period of notice for Extraordinary General Assemblies can be reduced to thirty days.
9.4.1 Ordinary and Extraordinary General Assemblies decide validly with the majority of the total amount votes present and/or represented. If this minimum is not attained, a new General Assembly shall be convened with the same agenda at least forty-five days later but not more than ninety days.
9.4.2 This subsequent General Assembly shall be able to take decisions by the majority of the votes cast.
9.4.3 The decisions of the General Assembly will be filed in chronological order in a special register, maintained by the Secretary General.
9.4.4 Members who are, without justification, for two consecutive times absent in the General Assembly forfeit their right to Board membership for the next term of the Board.
9.4.5 For Members who are without justification for three consecutive times absent in the General Assembly, the General Assembly can decide that they shall lose their membership of EU PLANT.
9.4.6 Members that have forfeited their Board membership according to Art. 9.4.5 can become Board Member again upon a decision of a Special General Assembly. Special General assembly can decide validly if two thirds of the Members are present or represented and with a simple majority. In case of a tie, the proposal is rejected.
9.4.7 A Special General Assembly can reaccept as a Member those that have lost membership according to Art. 9.4.5.
9.5 Modifications of the statutes must be done, if obliged, before Notary Public. These become only effective after being published according to the law and, if obliged, after being approved by Royal Decree.
9.6.1 At the opening of the General Assembly, the President will ascertain the number of Founding Members, Association Members and Individual Members present, and the number of votes to which they are entitled. Members who are not present may give proxy to another Member of their category. A Member can hold a maximum of two proxies.
9.6.2 Only members that paid all membership fees are entitled to vote in the General Assembly.
9.7 The Secretaries General of the Associate Members may attend the meetings of the General Assembly in an advisory capacity.
Article 10 Sections
10.1 Sections can be set up by a decision of the Board.
10.2.1 Each Section decides on its internal organisation, its voting system and internal rules.
10.2.2 The internal rules are to be deposited with the Secretariat General.
10.2.3 If a Section does not determine internal rules or in case of a dispute, the Board shall decide.
10.3 Each Section can set up specific Working Groups.
10.4 The Sections do not interfere with the competence of either the Board or the General Assembly of EU PLANT.
Article 11 Technical Committees
11.1 Technical Committees are set up by a decision of the Board to deal with issues important for EU PLANT.
11.2 Technical Committees can set up Working Groups to deal with issues of a specific nature.
11.3 Technical Committees have at least 5 members, but not more than 10.
11.4 The Technical Committees do not interfere with the competence of either the Board or the General Assembly of EU PLANT.
Article 12 Working Methods of the Sections and Technical Committees
12.1 The Chairmen of the Sections and the Technical Committees shall organise their activities, assisted by the General Secretariat.
12.2.1 The results of the Sections and of the Technical Committees shall be communicated to the Board which shall decide on its further use.
12.2.2 Decisions taken within the Working Groups shall be submitted to the chairmen of the Sections or Technical Committees respectively.
12.3 Any dispute shall be decided by the Board, based on the general principles of EU PLANT and following the procedure as laid down in Article 7.7.
Article 13 The Secretariat General
13.1 The President of the Board, after consultation of the Board, appoints and dismisses the Secretary General.
13.2.1 Upon proposal of the President, the Board fixes the remuneration of the Secretary General.
13.2.2 The President supervises and controls the Secretary General, who is responsible for the management of the Secretariat and its employees.
13.2.3 The Board decides on the number of employees employed in the Secretariat General.
13.3 Members of the Secretariat General attend the meetings of the Board, the Sections, the Technical Committees and the General Assembly in an advisory capacity and in order to assure the secretarial task at these meetings.
Article 14 Membership fee
The payment of the membership fees must be made two months after the Members have been informed. In case of late payment, penalty interest can be imposed by the Board.
Article 15 Accounts, Liability
15.1 The liability of EU PLANT is limited to the extent of its assets, within the limits of the law.
15.2 The liability of the Members is limited to their membership fee for the current year.
Article 16 Financial Year
16.1 The financial year is the calendar year.
16.2 The annual accounts for the passed business year as well as the forecast for the next year are drafted every year by the Board and presented to the General Assembly at the earliest meeting, for approval. These documents are sent to the members together with the invitation for the ordinary General Assembly.
16.3 In compliance with the law, the accounts are filed with the dossier of the Association.
16.4 The annual accounts are drafted following the Belgian accounting rules applicable on international non profit associations.
16.5 Every Founding, Associate or Individual Member has the right of extensive investigation and verification of the business accounts, except if the Association must nominate an internal auditor. This right is to be exercised at the business seat, without any displacement, by the person designated by the Member from within or without its circle.
Article 17 Confidentiality
EU PLANT engages to treat to the extent possible, all written, electronic and verbal information provided by or to the members as confidential.
Article 18 Dissolution
18.1 If a credit remains after payment of the debts and charges, this will be transferred to a similar association with identical aims within the European Union.
18.2 A transfer can only be executed in compliance with the legislation in force in the country of the registered office of EU PLANT.
Article 19 Supplementary provision
Everything not explicitly dealt with in these statutes will be governed by Chapter III of the Belgian Law of 27 June 1921, on Non- Profit Associations, on International Non-Profit Associations and on Foundations.
TRANSITORY MATTERS
A. First business year
The first business year starts today and finishes December 31st, 2007.
B. First General Assembly
The first annual General Assembly will be held in 2008.
C. Pre-incorporation obligations, engaged in for the association
The association starts its activities as from obtaining legal personality, which is confirmed by Royal Decree.
All obligations as well as the obligations which derive from these, and all actions taken by the founders before today, in the name and for the account of the Association to be incorporated, are taken over by the Association as today incorporated. However, this taking over will only have effect on the day the Association acquires legal personality.
NOMINATIONS
I. As the statutes of the Association have been decided on, the Founding Members decide to nominate the first Board Members:
1. Asociacion de Semilleros Horticolas, as mentioned before, represented by Mr. Francisco Luque Palmero, domicilied at 04700 El Ejido (Espagne), Calle Africa 41 B ;
2. Consorzio Ortovivaisti Italiani, as mentioned before, represented by Mr. Giandomenico Consalvo, domicilied at 84098, Pontecagnano Faiano (Italie), Via Lago Lucrino, 3 ;
3. Plantum NL, as mentioned before, represented by Mr. Johannes Ammerlaan, domicilied at 2665 MK Bleiswijk (Pays-Bas), Irisweg, 40 ;
4. Plant Propagators, as mentioned before, represented by Mr. Peter Zwinkels, domicilied at Willow Lake, Vinnetrow Road, Runcton Chichester, PO201QB (Grande-Bretagne);
5. Syndicat Français des Producteurs de Plants pour Professionnels, as mentioned before, represented by Mr. Hubert Salaun, domicilied at 29233 Cleder (France), Bodonn ;
6. Plantalgarve Viveiros Agricolas, as mentioned before, represented by Mr. Fernando Dias Fernandes, domicilied at 8009-016 Conceição de Faro (Portugal), Sitio do Besouro;
7. Deutsche Gemüsejungpflanzenbetriebe, as mentioned before, represented by Mr.
Helmut Trübenbach, domicilied at 64404 Bickenbach (Allemagne), Pflanzenhof, 1.
The mandate of these nominated Board Members will expire at the annual General Assembly to be held in 2008 and it will be executed for free.
II. At the moment, the Board Members meet as a Board and designate:
1. Consorzio Ortovivaisti Italiani, represented by Mr Giandomenico Consalvo, as mentioned before, to the function of President of the Board;
2. Asociacion de Semilleros Horticolas, represented by Mr Francisco Luque Palmero, as mentioned before, to the function of Vice President of the Board;
3. Syndicat Français des Producteurs de Plants pour Professionnels, represented by Mr Hubert Salaun, as mentioned before, to the function of Treasurer of the Board.
These functions are to be executed in conformity with the statutes of the Association.
POWERS
The General Assembly decides to grant a special proxy to Mr. Gert VERHELLEN, as mentioned before, for the goals of the present incorporation, empowered to delegate this proxy, in order to take all necessary actions with the Federal Department of Justice, the administration of the Value Added Tax, the Central Registry for Companies (“Banque Carrefour des Entreprises”), the Registration Office (“guichet d’entreprises”) or any other administrative service.