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Management Rules 2003

Table of content

1.-            Introduction

2.-            Members

2.1.- Introduction

2.2.- Membership Applications

2.3.- Entrance and Membership fees

2.4.- Resignations

2.5.- Failure to pay Membership Fees

2.6.- Expulsions

3.-        General Meeting

3.1.- Notice

3.2.- Procedures

3.3.- Voting procedures

4.-        Council

4.1.- Composition

4.2.- Term of Office

4.3.- Proceedings of the Council

5.-            Committees

5.1.- Executive Committee

5.2.- Advisory Board

5.3.- Conference Committee

5.4.- Arbitration Committee

5.5.- Internet Committee

5.6. Auctioneering Committee

5.7.- Proceedings of Committees

6.-            Branches & Groups

7.-            Fellowships

8.-            Secretary General

1.-        Introduction

The management rules are drawn up and approved by the Council in accordance with article 38 of the Articles of Association.

The Council may prescribe, alter or cancel the Management Rules of the Association. Provided always that no Management Rule be prescribed by the Council is in conflict with the Articles of Association and the Belgian legislation.

The transactions of the Association shall be conducted primarily in the English language, and translated where appropriate into other major languages agreed by the Council. 

The Association shall be subject to Belgian Law and appropriate Regulations of the European Union. 

In the case of variance between these Management Rules and translations thereof the English text shall prevail. 

2.-        Members

2.1.-     Introduction

There are four grades of Members: Full Members, International Members, Associated Members and Candidate Members.

When mentioned ‘Applications’ is an application for Voting and Non-Voting Membership.

The membership grades are defined in the Articles of Association[1].  In addition Full members must be companies or individuals, involved in the buying and selling of used machine tools from their own stock and capable of offering after sales services; being persons or companies who are resident or established in Europe.

Should a Full member no longer comply with these criteria it automatically relinquishes its voting rights and become an associated member.

Should a Full member change its company name or ownership it must reapply for membership.

2.2.-     Membership applications[2]

Applications for Membership of the Association shall be in such form as the Council shall in its absolute discretion from time to time prescribe.

Applications, received by Branches, must be sponsored by two Full or International Members, but at least one Full member of the respective Branch.  Applications must first be considered by the Board of the respective Branch.  Upon approval by the respective Board, the Application shall be submitted to the Council for final approval. Upon approval, the Applicant will be advised and notified of the decision of the Council. In the event of disapproval, the Applicant will be similarly notified.  The respective Board may not so approve any Applicant where a formal objection to Membership has been received, but must refer the case to Council for consideration at its next meeting.  Any applications received less than thirty-five days prior to a scheduled meeting of Council must likewise be submitted to Council directly.

Where no Branch exists, the Council shall consider Applications submitted.

Any Application must first be published and sent to all members at least twenty-eight days prior to consideration by Council.

An Application may be approved or rejected by the Council.

The approval of an Application must be passed by a majority of three-fourths of the Council Members present and voting.

Applications shall normally be considered only with regards to persons or companies or other associations who have been in the Trade for a period of at least three years. However, the Council may, in its absolute discretion and in exceptional circumstances accept Applications for such persons, companies or associations which have been in the Trade for a shorter period and under approved circumstances.

The Council shall, in its absolute discretion, approve an Application and admit any Applicant to the grade of Membership, which it considers appropriate to the Applicant. The Council may, in its absolute discretion, reject any such Application or Applicant without any obligation to assign a reason.

2.3-      Entrance and Membership fees

The rate of the Entrance Fee and the Membership Fee shall be fixed annually by the Council.

The Entrance Fee is a once-off payment payable by any new Member, immediately at the date of admission to Membership. The Entrance Fee shall be at a fixed rate and equal to all Membership grades.

The Annual Membership Fee shall be payable by Voting and Non-voting Members.

The Annual Membership Fee for Non-Voting members is 1/3 more than the Annual Membership Fee for Voting members.

Voting members with less than 15 persons employed benefit from a 1/3 reduction of the set Membership Fee.

Voting members with less than 6 persons employed benefit from a 50% reduction.

The Annual Membership Fee shall become due on 1st January of the Membership Year.

The first payment of the full Annual Membership Fee by any new Member shall be made to the Association within 30 days after the date of admission to Membership except in the following events: 

- If admitted between 1st July and 31 December of the Membership Year, a half rate of the Annual Membership Fee shall be paid.

- If admitted between 1st November and 31st December in the Membership Year, the Council may in its absolute discretion waive payment of the Annual Membership Fee or any part thereof for that Membership Year.

2.4-      Resignations

A Member wishing to resign from membership of the Association shall give notice of his intention as soon as possible, in any case before 1st January in any year on which the Annual Membership Fee for the following Membership Year falls due. Any Member wishing to resign after 31st January shall be required to pay the full Annual Membership Fee due at that time.

2.5-      Failure to pay Membership Fee

After 31st March of the Membership year a member failing to pay the Annual Subscription is considered to have resigned.

As a consequence the services to the member will be suspended and the member will lose his voting rights.  Services will be reactivated and voting rights will be restored after the payment of the membership fee, unless decided otherwise by the Council.

2.6.-     Expulsions

The procedure for expulsions is fully described by the Articles of Association.[3]

3.-        General Meeting

3.1.-     Notice

As described in the Articles of Association.[4]

The accidental omission to give notice of a Meeting to, or the non-receipt of notice of a Meeting by, any person entitled to receive such notice shall not invalidate the proceedings at that Meeting and any resolution thereof.

3.2.-     Procedures

As described in the Articles of Association.[5]

The General Meetings will be chaired by the President and in his absence by the First Vice President.

If neither the President nor the First Vice-President is present at the time of holding a Meeting, the Council member with the highest seniority present shall act as the Chairman of the Meeting.

If no Council members are present, the member with the highest seniority present shall be the Chairman of the Meeting.

3.3.-     Voting procedures

A written vote is required for all the matters described in article 20 of the Articles of Association.[6]

A vote by a show of hands is accepted on all other matters unless the Council has decided otherwise or if requested by 5% of the voting members at least 28 days prior to the meeting.

No Voting Member shall be entitled to vote or attend any General Meeting unless all moneys presently payable by the Voting Member to the Association have been paid.

In the case of an equality of votes, whether on a show of hands or on a written vote, the motion is not carried.

4.-        Council

4.1.-     Composition

The Council shall consist of representatives of Full and International Members, excluding those being owner, major shareholder or managing director in an auctioneering or e-commerce company, in the following terms:

(i)         A Group is represented by one Member on the Council with one vote.

(ii)        A Branch with less than 41 Full Members is represented by one Member with two votes.

(iii)       A Branch with more than 40 Full members is represented by one additional Member with one, two or three votes dependant on having at least 41, 61 or 81 Full members.

(iv)       The International Members of the Association are represented by one Member with one vote.

(v) The Vice-President shall count as one of the total number of members stated in (i), (ii) or (iii).

(viii) The following shall also be members of the Council:

(1)        The President

(2)        The Immediate Past President

(3)        The Treasurer

(4)        Two members proposed by the Advisory Board

The allocation of seats in the Council will be based on the number of Voting Members having paid their annual membership fee to one of the association’s accounts prior to 31 March of the Membership Year.  When the criteria of their election are no longer met, Council members elected based on article 4.1.(i) and 4.1.(ii) have to resign at the Annual General Meeting of the following year.

4.2.-     Term of office

All offices in the Branches, Groups and the Council shall be elected for a term of two years.

At the end of any Term the Members holding such offices shall be eligible for re-election.

In the case of the President, who may similarly be eligible for re-election for a second Term, the President's maximum term of office shall not exceed four years.

The Treasurer of the Association shall be elected for any Term so determined by the Council, however, he or she shall be required to be re-elected to office and to submit to re-election every two years in a manner similar to any other officer.

Branches, Groups and International Members shall review and re-propose where necessary their delegates to the Council at least once every two years.

The office of a member of Council shall be vacated if he or she:

(a)        Resigns his/her office by notice in writing to the Association; or

(b)             Becomes bankrupt or makes any arrangement or composition with his/her creditors generally; or

(c)        Is removed from office by a resolution passed by a General Meeting.

(d)        Ceases for any cause to be a Full or International Member.

4.3.-     Proceedings of the Council

The Council may meet together for the dispatch of business, adjournment or otherwise regulate its meetings as it sees fit. Questions arising at any meeting shall be decided by a majority of votes.

In the event of an equality of votes, the motion is not carried.

The President of the Council may, and the Secretary-General on the requisition of at least three members of the Council shall at any time summon a meeting of the Council.

The President, or in his absence the First Vice-President, or in both their absences another Vice-President shall preside as Chairman at every meeting of the Council, but if neither the President nor any Vice-President is present and willing to act the Council Member with the highest seniority present at a meeting shall act as Chairman of the meeting.

The Council shall cause minutes to be made in books to be provided for the purpose:

(a) Of all appointments of officers made by the Council.

(b) Of the names of Council members present at each meeting of the Council.

(c) Of all resolutions and proceedings at all meetings of the Council.

The Council may delegate any of its powers to individuals or Committees as they think fit.

Any individual or Committee shall in the exercise of these delegated powers, conform to any regulation that may be imposed on it by the Council, and thereafter reports to the Council at intervals for approval.

5.-        Committees

5.1.-     Executive Committee

The principal Committee of the Council shall be named the Executive Committee.

It will be responsible for the supervision of Branches and Groups and other Committees, scrutiny of applications for membership, matters concerning members not part of a Branch or Group, staffing and administration, the organization of Annual Conferences and other major functions and the preparation of business for the Council.

The Executive Committee shall meet immediately prior to each Council meeting, and at such other times as circumstances demand.

The Executive Committee shall consist of the President, the First Vice-President, the Immediate Past-President, the Treasurer and a delegated member of the Advisory Board and any other Council member as the Council might decide. The maximum number of members is however set at 6 (six).

5.2.-     Advisory Board

The Advisory Board shall meet annually to make proposals through the Executive Committee to the Council and, thereby, to the Annual General Meeting for appointments to office in the Association, in particular for the offices of President, First Vice-President, Treasurer and Fellows.

The Advisory Board shall also consider, where necessary or desirable, matters of major importance to the Association, making appropriate recommendations to Council.

The Advisory Board shall consist of the Immediate Past-President and a maximum of six additional members, having given distinguished service to the Association.

The Advisory Board shall also, by election among its members at its annual meeting elect a Chairman, who will represent the Advisory Board in the Council and a second representative to the Council. It will also appoint its representative in the Executive Committee.

5.3.-     Conference Committee

The Conference Committee, composed by at least three members, is chaired by the First Vice President.

The Committee selects the sites, negotiates contracts with hotels and other vendors in the Conference destination and monitors all plans to ensure a successful Annual Conference.

5.4.-     Arbitration Committee

The Arbitration Committee is chaired by an Advisory Board member and confirmed by the Council.

The Arbitration Committee, composed by at least three members,  promotes the established voluntary industry standards (Code of Ethics) and investigates complaints against members allegedly involved in disputes with Non Members or other members.  All members accept that the outcome of a case before the Arbitration Committee is binding and without appeal, and are invited to confirm in writing that they will abide by the outcome of a specific case in which they are involved.

Complaints have to be addressed in writing to the Association’s secretariat.  The member concerned will be invited in writing to present his case.  Both the complaint and the defense will be presented to the Chairman of the Arbitration Committee and at his request to the other members of the Committee.  The recommendation of the Arbitration Committee may in a specific case be presented to the Council, should it prove to be impossible to enforce the solution proposed.  The Council can in such a case determine what sanction it feels appropriate to settle the dispute or complaint.  Expulsion is only possible by a motion at the Annual General Meeting as stated in the Articles of Association.[7]

5.5.-     Internet Committee

The Internet Committee, composed by at least three members, is chaired by the Committee Chairman appointed by the Council.

The Internet Committee is responsible for the development of the EAMTM Website and it’s marketing.  It also monitors the use of the EAMTM logo and trade name by members and reports acts of misuse to the Council.

5.6.-     Auctioneering Committee

The Auctioneering Committee, composed by at least three members, is chaired by the Committee Chairman appointed by the Council.

The Auctioneering Committee is responsible for the relationship with the auctioneering and e-commerce companies.

5.7.-     Proceedings of Committees

The Committee Chairman chairs Committee Meetings. In his/her absence or if at any meeting the Committee Chairman is not present within fifteen minutes after the time appointed for holding the same, the Committee Members present may choose among them the Chairman of the meeting.

A Committee may meet and adjourn as it thinks proper. Questions arising at any meeting may be determined by a majority of votes of the Committee Members present, and in the case of an equality of votes, the motion is not carried.

6.-        Branches & Groups

In addition to the rights and obligations of the Branches and the Group described in the Articles of Association the following rules apply to the Branches and Groups.

Branches and Groups are an integral part of the Association.  Branches and Groups should therefore in all cases comply with the decisions of the Annual General Meeting and the Council. 

Each Branch and Group shall elect a Board of Directors to deal with matters of national concern.

Each Branch or Group can set up a legal structure, whose membership and operations shall be governed by the national law of the State concerned, or for a group of States, an agreed national law chosen from among one of the member states.

Each Branch and Group shall elect from among its Members on its Board a Branch Chairman and a Treasurer, together with any other officers necessary for the functions of the Branch or Group and of its Board.

These appointments have to be submitted for ratification by the Council.

Each Branch and Group will nominate representatives to the Council addressed in writing to the Association’s secretariat at least two weeks prior to the Council meeting held prior to the Annual General Conference.

Boards shall meet at least three times per year with one such meeting normally to be held a month prior to the next meeting of the Council.  The Associations secretariat is informed about the date, place and agenda at least two weeks prior to the date the meeting takes place.

Branches shall prepare:

(i) Minutes of each meeting, to be sent before the next meeting of the Council to the Secretary-General of the Association, for consideration by the Council as it shall deem necessary and appropriate;

(ii) Records of annual income and expenditure, which shall be sent to the Secretary-General of the Association before 31 March each year for subsequent consideration by the Council as the Council shall deem necessary and appropriate.

In consideration of the expenditures incurred in the administration of Branches, there shall be rebated to each Branch in each Membership Year a fixed amount per member as shall be agreed by the Council.

The rebate will be transferred to an account of the Branch subject to that Branch having corporate capacity and having complied with its obligations over the previous year.

The rebates are intended for the administration cost of the Branch and the travel expenditures of its representatives to the Council.  The Branches are entitled to add a Branch fee, which cannot be higher than 1/3 of the maximum Membership Fee for Voting members set by the Council.  All other activities should be financed by voluntary contributions.

7.-        Fellowships

Fellows of the Association shall be individuals elected as a mark of recognition of long and distinguished service to the association.  The granting of this honor is the privilege of the Council but requires ratification by the Annual General Meeting.  A Fellowship entitles the holder as a mark of respect to be invited to the Past Presidents Dinner, to wear the corresponding decoration at Association functions and to be mentioned in the Association Directory.  A Fellow shall always seek to promote the interests of the EAMTM, its code of ethics, its logo and its Members.

8.-        Secretary General

The Head Office is the registered office of the association. The Head Office, managed by the Secretary General, serves the Council as well as the Committees, Branches, Groups and members of the Association.  The Secretary General is an employee with the required competence appointed by the Council.  The tasks of the Secretary General are described in a job description added to the contract.  The Secretary General shall be in charge of the human resources of the Association.   The Secretary General is responsible for the Head Office to the Council through the President and the Executive Committee for the daily management of the association subject that this is not in contradiction of legal requirements, Articles of Association and the clause in the Management Rules to call a Council Meeting at the request of at least three Council members.   The Secretary General attends and serves as secretary at all Council and Executive Committee Meetings and any other meeting where his presence is useful and/or necessary. 

The Secretary General is responsible for the daily bookkeeping and reports to the Treasurer in all financial matters as described in the Articles of Association.



[1] Art. 8.-                 The association has four categories of members, namely full members, international members, the associated members and candidate members. Within the association, members from a country or from a group of countries, can set up a "Group" or  a "Branch", if respectively minimum 6 or 20 members  are located in that country or in that group of countries.

Art. 9.-                 The registered offices of the full members are established in a European country. The full members have voting right at the General Meeting.

Art. 10.- The registered offices of the international members are established outside Europe. The international members have voting right at the General Meeting.

Art. 11.- The associate members do not have voting right. Their rights and obligations are laid down in the management rules.

Art. 12.- The Council or the Branch or Group of the country in which the applicant has his registered offices can grant the status of candidate member to  persons and/or legal entities, pending their acceptance as full, international or associate members. The candidate members do not have a voting right.

 

[2] Art. 13.- Membership must be applied for in writing, with the support of at least two members, with the Council or with the Branch or Group of the country in which the registered offices of the applicant are established.  The final acceptance is a right of the Council, which decides by three quarters' majority of votes.

[3] Art. 18.-                 The expulsion of a full or international member can only be pronounced by the General Meeting with a three-quarter's majority of the votes, after the member concerned has had the possibility to defend himself.  The Council can decide to suspend a full or international member awaiting the decision of the General Meeting.  Associate and Candidate members can be excluded  by the Council.

Art. 19.- The member who resigns or is expelled does not have any claim on the corporate assets and cannot demand reimbursement of the contributions he paid.

[4] Art. 21.- The General Meeting must be convened by the Council in the second quarter or in the cases referred to in the articles of association or the management rules or if requested by one fifth of the members. The General Meeting is chaired by the President and in his absence by one of the Vice-Presidents. The General Meeting is held at the place and on the date mentioned in the convening notice.

Art. 22.- All members of the association must be notified for the General Meeting. The agenda must be added to the convening notice and dispatched at least 21 days before the date determined by the Council. Each proposition signed by one twentieth of the members of whom the names appear on the last annual list, must be placed on the agenda.

[5] Art. 23.- All voting members have an equal voting right at the General Meeting and the decisions are taken by a majority of the votes of the members who are present and represented. When the decisions are taken, the agenda cannot be departed from, unless it is explicitly allowed by the articles of association or the management rules. For a normal General Meeting a quorum of presence of one fifth is provided.  Full or international members can give proxy to another full or international member in the case they can not attend.  One full or international member can only hold one proxy from another full or international member.

Art. 24.- The General Meeting can only deliberate validly on the modification of the articles of association or the dissolution of the association if this is explicitly mentioned in the convening notice and if two thirds of the members are present and  represented at the General Meeting. A modification of the articles of association requires a three-quarter's majority of the votes. However, if the modification relates to one of the objects for which the association was founded, it is only valid if it is approved unanimously by the members who are present and represented at the meeting. If less than two thirds of the members is present and represented at the first General Meeting, a second General Meeting can be convened, which can deliberate regardless of the number of members who are present. A three-quarter's majority is also required at the second General Meeting.

Art. 25.- For each modification of the articles of association, except for the transfer of the registered office, an approval by Royal Decree must be applied for within one month. The modifications come into effect after the formalities of publication are fulfilled as required in accordance with article 3 of the law of 25 October 1919.

Art. 26.- All members are informed by writing of the decisions of the General Meeting.  A register of the minutes of the General Meetings is signed by the Secretary General and is held in the registered office of the EAMTM.

[6] Art. 20.- Deliberations of the General Meeting are required for the following matters: 1° Modification of the articles of association; 2° Appointment and dismissal of the Council members; 3° Approval of budgets and accounts; 4° Dissolution of the association; 5° Expulsion of full or international members; All other rights of the General Meeting, included the admission of new members, are granted to the Council.

[7] Art. 18.- The expulsion of a full or international member can only be pronounced by the General Meeting with a three-quarter's majority of the votes, after the member concerned has had the possibility to defend himself.  The Council can decide to suspend a full or international member awaiting the decision of the General Meeting.  Associate and Candidate members can be excluded  by the Council.

 


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