Your are here: General Items » About ERFO » Statute

Statue

Consolidated text of articles of association following amendment of the articles of association by the general assembly.

Title I - Name, registered office, organisation file and duration

Article 1. - The Organisation shall be called “European Recovered Fuel Organisation”, abbreviated to “ERFO”.

All deeds, invoices, notices, disclosures and other documents emanating from non-profit associations are required to bear the association name immediately preceded or followed by the words "non-profit organisation" or by the abbreviation "vzw" or "asbl" and the address of the association's registered office.

Article 2. – The registered office shall be 15, Rue Philippe le Bon, 1000 Brussels, located in Brussels judicial district. While Dutch is the organisation's official language, English shall be the language of communication.

The registered office may move elsewhere within this judicial district, by resolution of the general meeting.

Any such move shall be entered at the competent commercial court registry, with a view to publication in annexe to the Moniteur Belge.

Article 3. – In accordance with the Non-Profit Organizations Act, Article 26 novies §1, the commercial court registry shall hold an organisation file including:

the Articles of Association;
documents relating to the appointment or departure from office of the directors, of the persons to whom the daily management is assigned, of the Organisation's authorized representatives and of the auditors;
a copy of the register of members;
the resolutions concerning dissolution and winding up of the Organisation and the appointment and departure from office of the liquidators in the terms of the Non-Profit Organisations Act Article 23.1;
the Organisation's annual accounts, compiled in accordance with the Non-Profit Organisations Act Article 17;
amendments to the deeds, documents and resolutions as per 1, 2, 4 and 5 above; and
the consolidated text of the Articles of Association after the amendments thereto.

If changes occur in the Organisation's membership, a revised list of members shall be registered within one month of the anniversary of registration of the Articles of Association.

Article 4. – The Organisation shall be formed for an indefinite duration.

Title II - Object and activities

Article 5. – The object of the Organisation shall be to represent the companies which produce, or plan to produce, fuels from non-hazardous waste at European level.

ERFO's activities, in a sustainable development context, shall include promotion of the use of such fuels to high quality standards and assistance in compiling such standards at European level.

ERFO shall act exclusively to further the public interest and, in so doing, shall pursue no commercial or profitmaking objective whatsoever.

ERFO members shall at all times obey the laws on competition and shall not use the organization as a platform for commercial agreements and restraints of competition.

The Organisation may also undertake all actions related directly or indirectly to its object. In particular, it may co-operate with, and participate in, any activity compatible with its object.

Title III - Members

SECTION I - Admission

Article 6. – The Organisation shall consist of at least three active members, with no maximum limit.

Active members shall be:

the founders of ERFO as entered on the list annexed to these Articles of Association as Annexe I, provided they have not since left, or been compelled to leave, ERFO;
any undertaking which, since foundation of ERFO, has been accepted as an active member by resolution of the general meeting of ERFO by simple majority, provided that, since joining, it has not left, or been compelled to leave, ERFO.

Article 7 – Undertakings may become active members of ERFO if they operate a plant in Europe to produce fuels from non-hazardous waste or plan to do so in future (in the opinion of the general meeting).

Undertakings wishing to join ERFO shall submit a written application to the Secretary. The next general meeting shall resolve on the application by simple majority of votes. If the general meeting does not wish to accept such an application, a letter shall be sent to the applicant undertaking, stating the reasons.

Each undertaking shall be represented by a representative who shall be a natural person. Undertakings shall also appoint a substitute natural person.

The general meeting may resolve to prescribe supplementary rules and standards for members, in internal rules which shall be accepted by two-thirds majority of votes.

SECTION II – Register of members

Article 8. – The Board of Directors shall keep a register of members at the Organisation's registered office. Such register shall contain members' surnames, forenames and places of residence or, if the member is a legal person, its legal form and registered office address. Furthermore, all resolutions concerning joining, leaving or debarment of members by action of the Board of Directors shall be entered in the said register within eight days of notification of the resolution to the member concerned.

All members may examine the register of members, all minutes and resolutions of the general meeting and Board of Directors, and all the Organisation's accounting documents, at the Organisation's registered office.

SECTION III – Dismissal and debarment

Article 9. – Each member may give written notice of its intention to renounce its membership. Such notice shall be sent to the Board of Directors by registered mail three months before the resignation takes effect.

The general meeting may, by two-thirds majority of votes, terminate a membership if the member opposes the interests of ERFO or breaches the obligations set forth in these Articles of Association. The member concerned shall be entitled to appeal. Such appeal shall be discussed at the next meeting thereafter, which shall adopt a further resolution, likewise by two-thirds majority of votes.

Article 10. – If a member wishes, or is compelled, to terminate its membership, there shall be no refund of its subscription for that year.

A member which has not paid its subscription after being reminded to do so by registered letter may be debarred.

Title IV - Subscription

Article 11. – The amount of the membership subscription shall be determined annually by the general meeting and shall not exceed EUR 8000.

The amount of the membership subscription shall be no higher than necessary to meet the annual budget, taking account of the financial result for the past year and the planned budget for international projects sponsored by ERFO.

Subscriptions shall be paid, on request by the Secretary, within a maximum of four weeks.

A collection agency may be commissioned to collect outstanding subscriptions.

Title V – General meeting

Article 12. – The general meeting shall consist of all active members.

Article 13. – The general meeting shall hold the powers expressly granted to it under the Non-Profit Organisations Act and/or by the present Articles of Association.

It shall be authorised as follows:

to supervise fulfilment of the Organisation's object;
to amend the Articles of Association;
to appoint and dismiss the directors;
to appoint and dismiss any auditors and determine their remuneration;
to grant discharge to the directors and auditors;
to approve the budget and accounts
to dissolve the Organisation;
to debar a member;
to accept a new member; and
to form one or more working groups, as necessary, and to determine the tasks and powers and appoint the chairman of each working group.

Article 14. – The Board of Directors shall convene the general meeting as necessary, at least once (before 30 June) and normally twice per year.

The Board of Directors may, at any time, convene an extraordinary general meeting of the Organisation, and is bound to do so at the motion of at least one-fifth of the members. In such case the general meeting shall be held within three months of the Secretary's invitation.

Without prejudice to the provision of Article 16.3 of the present Articles of Association, each meeting shall be held on the date and at the time and place stated on the invitation. All members shall be invited to it.

Article 15. – All members shall be invited at least 10 days before the general meeting. The agenda shall be enclosed with the letter of invitation. Any motion, signed by at least one-twentieth of the members, shall be included on the agenda. The letter of invitation may be forwarded by post, fax or e-mail.

Article 16. – Each member shall be entitled to attend the meeting. It may arrange representation by a proxy, who shall be another member. Voting proxies shall be identified at the start of the meeting. The number of voting proxies shall not exceed 25% of the members present at the general meeting. Each member shall only cast two additional votes.

All members shall have equal voting rights: each member shall have one vote.

Each general meeting may also validly deliberate by telephone or videoconference. Invitations in such cases shall not only state the agenda, date and time, but also the chosen method of telecommunication and all necessary information to enable members to participate in the proceedings.

At the start of each meeting where telecommunications are used, all participating members shall consent to the use of such means. In such circumstances, each member shall be able validly to cast its vote via the applicable means of telecommunication, and shall also be treated as if physically present at the meeting.

Any member who was not physically present at the meeting shall be requested to confirm its vote afterwards, by co-signing the minutes or by fax message to the Board of Directors, care of the Organisation's secretariat.

Article 17. – The general meeting shall be chaired by the Chairman of the Board of Directors or, in his absence, by another director.

Article 18. – Resolutions shall be passed by simple majority of votes cast, unless otherwise provided in the Non-Profit Organisations Act or in the present Articles of Association, and provided that at least 50% of the members shall be present or represented.

In the event of a tie, the chairman of the meeting shall have the casting vote, provided that he/she is also a member of the Organisation.

Article 19. – Resolutions shall not deviate from the agenda.

Article 20. – The general meeting shall only validly deliberate and resolve on an amendment of the Articles of Association if the amendments are expressly stated on the invitation and at least two-thirds of members are present or represented at the meeting.

An amendment may only be passed by two-thirds majority of votes of members present or represented. If the amendment also relates to the object for which the Organisation exists, it shall only be passed by four-fifths majority of the votes of members present or represented.

If fewer than two-thirds of members are present or represented at the first meeting, a second meeting may be convened, which may validly deliberate and resolve and pass amendments by the majorities prescribed in this statute, regardless of how many members are present or represented. Such second meeting shall be held no earlier than 15 days after the first meeting.

Article 21. – The resolutions of the general meeting shall be entered in the register of minutes and signed by the chairman and one director. Such register shall be kept at the registered office, where all members may inspect it on the premises.

All members or third parties evincing an interest may apply for extracts, which shall be signed by the Chairman of the Board of Directors and by one director.

Each amendment of the Articles of Association shall be published in annexe to the Moniteur Belge.

Title VI – Management, secretary and working groups

Article 22. – The Organisation shall be managed by a Board of Directors consisting of at least five and no more than seven members, elected by the general meeting for a two-year term of office. The management shall be as representative as possible of the various members of ERFO, without jeopardising the Organisation's efficiency. The directors shall originate from as many different countries as possible.

Directors may stand for re-election and may be dismissed at any time by the general meeting. Such a motion shall require the support of one-third of members and shall obtain a two-thirds majority of votes at the relevant general meeting.

If necessary, directors may be replaced at the first general meeting after a director has had to cease to serve for any reason.

The number of directors shall in any case always be fewer than the number of members of the Organisation.

Article 23. – The functions and responsibilities of the Board of Directors shall include the following:

to pursue all standardisation files or research into waste-derived fuels;
to monitor and control the work of the secretary and working groups;
to examine relevant European and national legislation;
to draft resolutions for the general meeting;
to make financial decisions within the framework of the annual budget;
to draw up the annual accounts and budget;
to make decisions delegated to management by the general meeting;
to report to the general meeting about its activities between two meetings;
to represent ERFO in talks with European institutions; and
to support individual undertakings on request in talks with European institutions.

Article 24. – The Board of Directors shall elect, from among its number, a chairman, possibly a vice-chairman, a treasurer and a secretary. If the chairman is prevented, his task shall be fulfilled by the vice-chairman or by the senior of the directors present.

Article 25. – The Board of Directors shall meet as necessary, and at least four times a year. The chairman and/or secretary shall convene it. It may only resolve in the presence of the majority of members.

The directors shall follow the rules of procedure for general meetings. Minutes shall be taken of its resolutions, which shall be signed by the chairman and secretary and entered in a special register. The chairman and secretary shall sign extracts which have to be issued

and all other documents.

Exceptionally, in case of urgent necessity and in the interest of the Organisation, the Board of Directors shall resolve by unanimous written agreement.

Article 26. – The Chairman of the Board of Directors or two directors not required to substantiate their powers in the presence of third parties, or an member of ERFO mandated by the board of directors, shall validly represent the Organisation in relations with third parties, in law and in documents, including those which require the intervention of a public official or notary.

Article 27. – The Organisation shall be liable for such errors as may be attributed to its appointees or to the organs through which it acts.

Without prejudice to the Non-Profit Organisations Act Article 26 septies, the directors shall enter into no personal obligation with regard to commitments accepted by the Organisation.

Article 28. – If a director has a direct or indirect legal interest in property which conflicts with a resolution or act falling within the power of the Board of Directors, he shall notify the other directors accordingly before the board resolves.

A director with a conflicting interest shall withdraw from the meeting and refrain from discussing and voting on the matter concerned.

This procedure shall not apply to actions normally carried out on the market.

Article 29. – The Secretary of ERFO shall organise the business of the general meeting and working groups on the directors' behalf.

ERFO shall meet the costs of the Secretary's work from its annual budget.

Article 30. – Each working group chairman shall determine the group's scope in consultation with the Board of Directors. The chairman of each working group shall appoint a secretary within his/her working group.

Working group chairmen shall report to each general meeting and shall, on request, forward a written report to the Board of Directors. The Board of Directors may request such chairmen to attend its own meetings.

Title VII - Gifts

Article 31. – With the exception of earnest money, any gift inter vivos or mortis causa to the Organisation shall require Royal Assent. Such Assent shall not, however, be required for the acceptance of gifts of value not exceeding one hundred thousand euro (EUR 100 000), to be index-linked on an annual basis.

The Royal Assent may in no way be granted if the Organisation has not complied with the Non-Profit Organisations Act Articles 3 and 9 or if, contrary to Article 26 novies of the same Act, it has not filed its accounts since foundation or, as the case may be, for the past 10 financial years, with the commercial court registry.

Title VIII – Rules of internal procedure

Article 32. – The Board of Directors may propose rules of internal procedure to the general meeting. The general meeting may amend such rules by simple majority of members present or represented.

Title IX – Financial year, accounting obligations, audit and registration of accounts

Article 33. – The Organisation's financial year shall run from the first of January to the thirty-first of December.

Each year, no later than six months from close of the financial year, the Board of Directors shall submit the accounts for the past financial year, compiled in accordance with the Articles below, and the budget for the next financial year, to the general meeting for approval.

The Organisation may keep simplified accounts which shall at least record changes in cash in hand or at the bank.

Likewise, if the Organisation meets the criteria of the Non-Profit Organisation Act Article 17 §3, it may keep its books and compile its accounts in accordance with the Corporate Accounting Act of 17 July 1975.

Article 34. – If the Organisation meets the criteria of the Non-Profit Organisations Act Article 17 §5, it shall appoint one or more auditors to audit its financial situation, the accounts and the compliance with the law and Articles of Association of actions which have to be recorded in the accounts.

The auditors shall be appointed by the general meeting, from among the members of the Institute of Corporate Auditors, who may be natural or legal persons.

Article 35. – After approval, the Board of Directors shall arrange for filing of the accounts in the organisation file at the commercial court registry.

However, if the organisation meets the criteria of Article 17 §3 of the Non-Profit Organisations Act, the directors shall register the accounts with the National Bank of Belgium within 30 days of approval thereof by the general meeting.

Any auditors' report shall likewise be filed In accordance with the last paragraph.

Title X – Dissolution by a court

Article 36. – At the motion of a member, of an interested third party or of the Public Prosecutor's Office, a court of law may pronounce the dissolution of an association which:

is unable to meet its commitments;
is using its assets or the income from those assets for a purpose other than that for which it was founded;
is acting seriously in breach of its Articles of Association or of the law, or in a manner incompatible with public order;
has failed, for three consecutive financial years to meet the account registration obligation of the Non-Profit Organisations act Article 26 novies §1 paragraph 2.5, unless the missing accounts are registered before close of the proceedings; or
has fewer than three members.

Article 37. – In case of dissolution of the Organisation by a court, and without prejudice to the Non-Profit Organisations Act Article 19 bis, the Organisation shall appoint one or more liquidators who, having paid off the liabilities, shall determine the remaining assets.

Such determination shall be no different than that prescribed in Article 38 of the present Articles of Association, or such version thereof as may be resolved by the general meeting appointing the liquidators.

The members, debtors and the Public Prosecutor's Office may appeal to the court against the liquidator's decision.

Title XI – Voluntary dissolution

Article 38. – The general meeting may only pronounce the Organisation dissolved on the conditions governing amendment of the Organisation's object or purposes. The Non-Profit Organisations Act Article 8.4 shall apply accordingly.

Liquidation shall be handled by one or more liquidators, who shall fulfil their assignment either in accordance with the Articles of Association, or by virtue of a resolution of the general meeting or, failing this, by court order at the motion of any interested party or of the Public Prosecutor's Office.

Such money as may be on the account at the time of liquidation shall be distributed among the members of ERFO at the time. An undertaking shall never receive back more money than it paid. The liquidators shall appropriate any balance in a manner consonant, as far as possible, with the object for which the Organisation was founded.