Revision approved by the EFC General Assembly (September 2010) of the version approved previously by the General Assembly Freiburg/Germany, 10 September 2007.
I. NAME, LOCATION, OBJECTIVES, DURATION
Article 1. An international association with a scientific purpose established by its founders1 , in accordance with the Belgian law of October 25, 1919, modified by that of December 6, 1954, named:
"Fédération Européenne de la Corrosion"
"European Federation of Corrosion"
"Europäische Föderation Korrosion"
and hereafter abbreviated to "EFC".
Article 2. The registered office of the EFC is located in a district of Belgium. It is currently located at 1410 Waterloo, avenue des Petits-Champs 4A. It may be transferred to any other place in Belgium by decision of the Board of Administrators, published in the Annex of LE MONITEUR BELGE.
Article 3. The purpose of the EFC, registered as a non-profit organisation, is primarily to contribute to the general advancement of the science of corrosion and of the protection of materials by promoting cooperation in Europe2 between scientific and technical societies and organisations devoted significantly to these areas of activity, and likewise collaborate with similar scientific and technical societies and organisations throughout the world. The EFC is established for an indefinite period.
Article 4. The EFC is composed of Member Societies (European and International), Members, Honorary Members and Affiliate Members.
Member Societies (European)
Article 5.1. European3 scientific and technical societies and organisations located within Europe that are in pursuance of the advancement, best practice and education of the science and technology of corrosion and its control for the socio-economic benefit of mankind and the well being of the environment. These societies and organisations must be in full compliance with the objectives of Article 3 of these statutes and must be non-profit organisations.
Article 5.2. All applications for membership must be addressed in writing to one of the offices of the EFC General Secretariat, which shall submit them to the Board of Administrators. On the basis of a report by the latter, the General Assembly shall make the final decision on acceptance or rejection of the application for membership.
Member Societies (International)
Article 6.1. Subject to the recommendation of three European Member Societies in good standing, scientific and technical societies and organisations located outside of Europe4 that are in pursuance of the advancement, best practice and education of the science and technology of corrosion and its control for the socio-economic benefit of mankind and the well being of the environment. These societies and organisations must be in full compliance with the objectives of Article 3 of these statutes and must be non-profit organisations.
Article 6.2. All applications for membership must be addressed in writing together with the endorsement of three European Member Societies to one of the offices of the EFC General Secretariat, which shall submit them to the Board of Administrators. On the basis of a report by the latter, the General Assembly shall make the final decision on acceptance or rejection of the application for membership.
Article 7. EFC Members are individuals belonging to EFC Member Societies (European and International).
Article 8. The General Assembly may confer the title of Honorary Member on any individual having made, in the opinion of the Board of Administrators, a particular contribution to the achievement of the aims of the EFC.
Article 9.1. Affiliate Membership of the EFC is available to organisations which support the purpose of the EFC (see Article 3) on payment of an appropriate annual contribution. Two classes of Affiliate Membership exist; one for Companies and the other for Universities and Research Organisations.
Article 9.2. All applications for Affiliate Membership must be accompanied by details of the applicant and addressed in writing to one of the EFC offices, which shall submit them to the Board of Administrators. On the basis of a report by the latter, the General Assembly shall make the final decision on acceptance or rejection of the application for Affiliate Membership.
Resignations and Exclusions
Article 10. Any EFC Member Society or Affiliate Member has the right to resign from the EFC. The member must give notice of this decision in writing to one of the three offices of the EFC General Secretariat.
For Member Societies or Affiliate Members in good standing, resignation becomes effective at the end of the fiscal year in which written notification has been presented. For those not in good standing, resignation becomes effective within the fiscal year subject to the direction of the Board of Administrators.
Article 11. Any Member Society or Affiliate Member which fails to respect the obligations devolving upon it by the present statutes may be excluded from the EFC. It is the duty of the Board of Administrators, after hearing the defence of the body concerned, to report to the General Assembly which has the sole power of decision in the matter.
Article 12. The amount of the annual subscription for Member Societies or Affiliate Members is adopted by the General Assembly on the proposal of the Board of Administrators.
The General Assembly shall approve the manner in which all EFC funds are managed and the disposal of any assets and funds remaining, having honoured all outstanding debts, in the event of dissolution of the EFC.
It is the duty of the Board of Administrators to exercise day-to-day judicious management of EFC funds and assets; and, should it become necessary, recommend to the General Assembly the most appropriate option for dissolution of the EFC.
Article 13. The EFC is administered and managed by a Board of Administrators hereafter abbreviated to "BoA".
The BoA shall consist of a President and Vice-President as the most powerful executives of the EFC, the Immediate Past President and twelve administrators all with full voting rights, supported by the ex officio offices of Treasurer and Scientific Secretary who have no voting rights. The twelve administrators shall be drawn from Member Societies of the EFC in good standing of the EFC as follows:
|a.||Four administrators, one each nominated by the three countries providing the General Secretariat offices (France, Germany and UK) and one from the country of registration in law (Belgium) of the EFC;|
|b.||A minimum of three elected administrators drawn from amongst European Member Societies in countriesother than the countries providing the four administrators in (a);|
|c.||Subject to satisfying (b), five elected administrators drawn from amongst the EFC Member Societies at large i.e. European and International Member Societies.|
The four nominated administrators are subject to ratification by the General Assembly. The eight elected administrators are subject to election by the General Assembly.
Each EFC Member Society can nominate one candidate for election in accordance with the above BoA composition with only one administrator from a Member Society sitting on the BoA at any one time.
The General Assembly shall endeavour to maintain on the BoA a balance between representatives of industry and academia.
All elected administrators shall serve on the BoA for a period of three years in the first instance. At the expiry of this term of office, they may seek re-election/nomination to serve for one further term (3 years). After that they are not eligible to stand as an administrator until a further term (3 years) has elapsed.
The retiring President shall serve on the BoA as Immediate Past President for a period commensurate with that of the incoming President. Thereafter the Immediate Past President shall step down from the BoA and not be eligible to stand as an administrator until a further term (3 years) has elapsed.
All administrators serve without any form of remuneration from the EFC.
Administrators may be dismissed by the General Assembly by a majority decision of two-thirds of the full members present or represented.
Article 14. The President, the Vice-President and the Treasurer are elected by the General Assembly on a proposal by the Board of Administrators. The terms of office of the President and Vice-President begin at the General Assembly where they are elected. The Scientific Secretary is appointed by the BoA in consultation with the Chairman of the Science and Technology Advisory Committee (STAC).
The President and Vice-President are elected from among the members of the BoA or the STAC. The President shall serve for a period of two years with the possibility of chairing two successive General Assembly meetings and the right to re-election for one further term of office of one or two years.
The EFC President, Vice-President, Honorary Treasurer, and the Chairman of the Science and Technology Advisory Committee must live and work in Europe and must be members of a European Member Society.
The President is assisted during his or her term of office by the Immediate Past President and by a Vice-President.
The meetings of the BoA are chaired by the President or if unable to do so then by the Immediate Past President or Vice-President.
Article 15. The BoA must meet at least once a year, whether convened by the General Secretariat or at the request of at least four of its members in good standing. However, under normal business arrangements the BoA will meet twice a year with one of the meetings being held during the annual EFC EUROCORR Congress.
An administrator may be represented by a fellow administrator who, however, can exercise only one proxy vote.
The BoA can validly deliberate only if at least half of its members are present or represented.
Article 16. The resolutions of the BoA are adopted by the majority of the administrators present or represented. In the case of equality of votes the President shall first endeavour to find an amicable solution at the meeting that will secure a majority vote; but failing this, the resolution shall be deemed not adopted and required to be revised before being brought back to the BoA.
Resolutions are recorded in the minutes of the meeting by the General Secretariat and communicated to the members of the EFC.
Article 17. The BoA has, among other responsibilities, the duty to review periodically the EFC Statutes, propose bye-laws to the General Assembly and to set up, or approve the creation of, study groups/task forces and working parties.
V. GENERAL SECRETARIAT
Article 18. The work of the EFC is provided by the General Secretariat and is shared between the three member offices of:
- DECHEMA e.V., Frankfurt
- Fédération Française pour les sciences de la Chimie, Paris
- The Institute of Materials, Minerals and Mining, London
The General Secretariat administers the following affairs of the EFC:
- EUROCORR Congress
- Meetings, working papers and minutes of the BoA and the General Assembly
The registered office of the EFC is in Brussels solely to satisfy the requirements of Belgian Law, under which the EFC is constituted, and provides no general secretariat function.
VI. GENERAL ASSEMBLY
Article 19. The General Assembly is fully empowered to ensure the accomplishment of the objectives of the EFC.
The General Assembly is composed of representatives of all Member Societies in good standing. Honorary Members and Affiliate Members may attend General Assembly meetings in a consultative capacity but have no voting rights on any matters dealing with the business of the EFC.
The following are notably reserved to the competence of the General Assembly:
- Admission or exclusion of Member Societies and Affiliate Members;
- Conferment of Honorary Membership;
- Election, removal or replacement of administrators;
- Adoption of the budget, adoption of a system of subscriptions, eventual creation of special funds;
- Approval of accounts;
- Changes in the structure of the General Secretariat;
- Adoption of bye-laws;
- Modification of the Statutes;
- Dissolution of the EFC;
- Election of a President, a Vice-President and a Treasurer;
- Election/ratification of administrators.
Article 20. The General Assembly meets ipso jure once a year in a place and at a time set by mutual agreement by the BoA.
The General Assembly may also be convened for an extraordinary meeting at any time the BoA may deem necessary. In such an event, the meeting shall take place at any location determined by the BoA.
Article 21. The General Assembly is chaired by the EFC President or an alternate from either the Immediate Past President or Vice-President.
The calls to Member Societies and Affiliate Members and the agenda of the meeting, written by the BoA, are dispatched by the General Secretariat at least thirty days before the date of the meeting.
Article 22. Member Societies in good standing may be represented at the General Assembly by a fellow Member Society in good standing acting as proxy. However, a single Member Society may not hold more than three proxy votes.
The General Assembly, unless provision to the contrary is stipulated by law or in these statutes, may validly deliberate only if half of its Member Societies are present or represented. In the event of this condition not being fulfilled, another General Assembly shall be convened, within three months, and shall validly deliberate, irrespective of the number of Member Societies present or represented. The exceptions to this are where considering changes to the EFC Statutes and dissolution of the EFC or the dismissal of an administrator when Article 23 applies in determining the required attendance.
In the event of it proving difficult to arrange a further meeting within 3 months, a postal or electronic vote can be sought by the BoA, administered by the General Secretariat, on any pressing resolution pending from the prior non-quorate General Assembly meeting.
Article 23. In all cases, resolutions are adopted by a simple majority of the Member Societies in good standing present or represented, and subsequently notified to all Member Societies. The exceptions to this are:
- Dismissal of an administrator which requires a majority decision of two-thirds of the Member Societies present or represented;
- Changes to the EFC statutes or dissolution of the EFC when Article 24 of these statutes shall apply in determining the required attendance and majority vote.
It is not possible to deliberate on any substantive item that is not on the main agenda and detailed in the supporting working papers for the meeting.
Resolutions of the General Assembly are recorded in the minutes written by the General Secretariat and communicated to the Member Societies.
Article 24. Without prejudice to article 5 of the Belgian law of 25 October, 1919, any proposal to modify the statutes or dissolve the EFC must proceed from the BoA or from at least four Member Societies, representing different countries.
The BoA must notify the Member Societies of the EFC at least three months in advance of the date of the General Assembly meeting which will rule on the aforesaid proposal.
A change in the statutes or move to dissolve the EFC can only be passed by a General Assembly meeting with at least two-thirds of Member Societies in good standing in attendance or represented. Such a resolution can then only be passed by a two-thirds majority of the Member Societies in attendance or represented.
If the General Assembly meeting in question has not convened two thirds of the EFC Member Societies, a further General Assembly shall be called at the earliest opportunity when this condition can be met. In the event of it proving difficult to arrange a further meeting within a reasonable period of time, a postal or electronic vote can be sought by the BoA, administered by the General Secretariat. The two-thirds participation/majority voting requirement given above again applies.
Modifications to the statutes shall become effective only after approval by Royal Decree and after due respect of the relative conditions of publication stipulated by article 3 of the Belgian law of October 25, 1919.
The General Assembly shall finally approve the mode of dissolution and winding up of the EFC having first sought direction from the BoA on the options available.
Article 25 . All acts binding the EFC with regard to third parties, of either financial or legal nature, which are not part of day-to-day business, shall be signed jointly by three administrators duly empowered to act accordingly on a case-by-case basis by the BoA.
Article 26. Lawsuits, whether as plaintiff or defendant, are pursued through due action and proceedings by the BoA represented by an administrator appointed by the BoA.
VIII. GENERAL PROVISIONS
Article 27. All matters for which no provision is made in the present statutes, notably with regard to publications in LE MONITEUR BELGE, shall be conducted in accordance with Belgian law.
1. Ph. Marcus, Paris (France) EFC President
A. Pourbaix, Bruxelles (Belgium)
3. DECHEMA e.V.
G. Kreysa, Frankfurt (Germany)
4. THE INSTITUTE OF MATERIALS, MINERALS AND MINING
B. A. Rickinson, London (United Kingdom)
5. Fédération Française pour les sciences de la Chimie
J. P. Berge, Paris (France)