SECTION I - DESIGNATION AND REGISTERED OFFICE
Art. 1: At the suggestion of the organisations representing insulation firms (thermal insulation, sound-proofing and acoustic correction, fire-proofing insulation) in the countries of Europe, and sub-ject to the present Statutes, a professional Association was formed, to be designated: FEDERATION EUROPEENNE DES SYNDICATS D’ENTREPRISES D’ISOLATION (FESI) This professional Union was announced in Paris under legislation passed on 1st July 1901.
Art. 2: The registered offices of the Federation were established from the 1995.01.01 in Berlin, Kurfürstenstrasse 129, D-10785 BERLIN. These can be transferred by order of the General Assembly.
SECTION II - AIMS
Art. 3: The Fédération Européenne des Syndicats d’Entreprises d’Isolation (FESI) has the following aims:
a) to facilitate contacts between the member associations of the Federation;
b) to study various problems of general interest to the profession;
c) to ensure the safeguarding of the interests of the profession;
d) to represent the profession vis-à-vis international and/or supranational bodies.
The detailed strategy will be defined in the "FESI Strategy Paper", which is under continuous revision by the FESI Direction Committee, and the respective most recent version of which will be considered as Annex to these Statutes.
SECTION III - MEMBERS
Art. 4: All professional bodies representing insulation firms in every European country can be active members. Firms which are members of these professional bodies are associate members, in so far as their professional bodies are active members. The following can be corresponding members:
– insulation firms in countries where no representative professional body exists,
– individuals or corporate bodies whose activities have a direct or indirect bearing on the insulation profession.
Art. 5: Requests for membership must be sent in writing to the FESI secretariat. After perusal by the Direction Committee they are submitted to the General Assembly, which approves the active members by a majority of two-thirds (2/3) and the corresponding members by a unanimous vote. No reason needs to be given for opposing a request for membership. No reason needs to be given when notifying refusal of requests for membership.
Art. 6: FESI members may resign at any time after payment of outstanding membership fees and of the membership fee of the current year. Resignations take effect immediately after the settlement of outstanding bills. Resigning members must be notified in writing by the Secretariat of the taking effect of their resignation.
Art. 7: The General Assembly can exclude any members who do not conform to the stipulations of the statutes and to the decisions of FESI, also those professional organisations which are no longer representative. In this case, the following procedure must be observed. A report will be established by a member of the Direction Committee designated for this by the President. The Direction Committee:
– sends this report by registered letter to the member in question,
– invites him at the same time to an interview, considering 15 days delay as from the sending of the letter in order to enable him to express remarks if he wants.
The Direction Committee records of the points of view expressed by the member or the fact that the member in question did not give any statement. The General Assembly decides upon presentation of the report and record. Exclusions can be decided only if the following conditions are met:
– unanimous vote of the members of FESI present or represented;
– representation, among FESI members present or represented, of at least 2/3 of the member associations (not counting the vote of the member in question).
Art. 8: In the case of resignation or exclusion, members lose any right to benefits from FESI. They are, however, required to pay the membership fees for the current year.
SECTION IV - MEMBERSHIP YEAR FEES
Art. 9: The membership year corresponds to the calendar year.
Art. 10: The resources of the Federation are composed of the membership fees of active and corresponding members which are fixed by the General Assembly, and also of any gifts, subsidies and other revenue compatible with the nature of the Association and accepted by the Direction Committee.
SECTION V - ADMINISTRATION AND OPERATION
Art. 11: FESI is composed of the following:
a) the General Assembly
b) the Direction Committee
c) the Budget Committee.
Art. 12: Direction Committee. The direction of FESI is taken care of by the Direction Committee. The Direction Committee is composed of a representative from each professional organisa-tion active member of the Federation, presented by this organisation and nominated for four years by the General Assembly. The number of members of the Direction Committee is equal to the number of professional bodies constituting the active members of FESI, so that each member is represented in the Direction Committee. Should a member of the Direction Committee cease to be in the professional organisation it represents, the Direction Committee would then co-opte a new member at the suggestion of the organisation in question. This co-opting will be submitted for approval to the next General Assembly. The President, two Vice-Presidents (one for the thermal insulation activity, the other for the acoustic insulation activity) and the Treasurer are elected for four years within the Direction Committee. They are eligible for re-election. The President may only be re-elected once. The President and the Treasurer should not come from the same FESI member association or FESI member country. The Direction Committee can decide to derogate from this requirement to solve some transi-tory situation (for example: President substitution).
Art. 13: Deliberations of the Committee. The Committee meets at least twice a year, the meetings being convened by its President. The deliberations are official if the members present or represented total at least 51% of the votes of the Committee. Decisions are made on the majority of the members present or represented, the President giving the casting vote if the voting is equal. The number of votes given to each member of the Committee is worked out in such a way that each country present or represented has an equal number of votes.
Representation. In case of absence, the members of the Committee may arrange to be represented by another member of the Committee, or a member, or an official of their national association to whom the voting power must be delegated.
Art. 14: Powers. The Direction Committee possesses full managerial and administrative powers. It determines the powers of the President and of the Delegate General, with the option of substitution.
Art. 15: General Assembly. The General Assembly is composed of representatives who are active members, associate members and corresponding members. Active members and corresponding members have the right to vote. The total number of votes held by the professional organisations of any one country, who are active members, is the same for each country. It is fixed in such a way that each active member professional organisation has at least one vote. Each active member professional organisation designates one of its representative officials who will vote at the General Assembly. In case of absence of its official representative, each professional organisation can designate another person from the organisation which is an active member, by giving prior written notice to the FESI Secretariat.
Art. 16: The General Assembly meets at least once every two years, in principle within the first six months of even years. The President can convene other General Assemblies in the course of the two years if this is in the interest of FESI. He must do so if one-third (1/3) of the active members request it, giving details of the points to be submitted to the Assembly. The deliberations of the General Assembly are official if the members present or represented total at least fifty-one percent (51%) of the FESI votes (with the reservation of Art. 7).
Art. 17: The General Assembly:
– makes decisions on the questions appearing on the agenda and on the propositions presented within the required time and communicated to the Secretariat,
– examines the report on activities presented by the President and the biennial financial report presented by the Treasurer,
– approves of the activities of the Direction Committee for the last two years,
– adopts the budget, fixes the fees of members for the next two years,
– designates the members of the Direction Committee and the members of the Budget Commission,
– issues a statement on: the admission of new members, the exclusion of members, the amendment of the statutes, dissolution.
Art. 18: Notices of convening of the General Assemblies must be sent out at least six weeks before the date of the meeting, accompanied by the agenda.
Art. 19: The General Assembly decides the form the vote will take. In case of elections, the vote is by secret ballot, unless the Assembly decides otherwise, by the members present or represented, unanimously.
Art. 20: Each member may submit suggestions to the General Assembly, by communicating them to the secretariat at least four weeks prior to the date fixed for the meeting.
Art. 21: In regard to the decisions of the General Assembly, it is stated that:
- decisions of the General Assembly relating to the admission of a corresponding member may be taken only if the present and represented members are unanimous. The same applies to the exclusion of a member, not counting the vote of the member in question.
- decisions by the General Assembly relating to the admission of new active members, to the designation of members of the Direction Committee, to the amendment of the Statutes, the transfer of the registered offices, to financial questions and to the dissolution of the Federation, may be taken only if there is a majority of two-thirds (2/3) of the votes of present or represented members.
- other decisions by the General Assembly on questions appearing on the agenda are made by a simple majority of votes of present or represented members.
Art. 22: The President administers FESI in accordance with decisions made by the Direction Committee within the framework of directives from the General Assembly. The President, or in his absence one of the Vice-Presidents, represents FESI vis-à-vis international authorities and other similar institutions, as also vis-à-vis other national associations.
Art. 23: Honorary members. The General Assembly, at the unanimous suggestion of the Direction Committee, may name as honorary members of FESI individuals who have acquired particular merit in the profession. These honorary members will participate in the General Assembly and can be invited to the meetings of the Direction Committee, without the right to vote, and in a consultative capacity.
Art. 24: Retiring President. With the aim of giving continuity to the activities of FESI, the retiring President is considered as a member of the Direction Committee in a consultative capacity.
Art. 25: Treasurer. The Treasurer supervises the allocation of funds and the financial direction of FESI, in accordance with the financial budget approved by the General Assembly. He prepares and presents, in agreement with the Direction Committee, the biennial financial report to the General Assembly, the detailed budget of the two preceding years and the proposition for the two next financial years’ budget to each meeting of the Direction Committee. He must present his report to the Direction Committee on those matters within his jurisdiction. At the beginning of each year, he presents to the Direction Committee for an approval a detailed budget of the last financial year. Before the end of each year, he presents to the Direction Committee a proposal of the use of next year’s budget according to the decisions of the General Assembly. He presents the biennial financial report to the General Assembly.
Art. 26: Financial administration. The office of “financial controller” is an elected FESI officer. The financial controller should not be from the same country as the Treasurer. The financial controller checks all the Treasurer’s papers on incoming and outgoing money and reports to the Direction Committee and to the General Assembly. Financial administration is ensured by a Committee composed of two members who are elected for four years by the General Assembly. They can be re-elected. Financial administrators must be participating members of FESI.
Art. 27: Secretariat. The Secretariat is under the direction of a Delegate General designated by the Direction Committee among the candidates for this function. The duration of the Secretariat mandate is limited to eight years (two presidential mandates). The Secretariat substitution should be carried out during the General Assembly corresponding to the half presidential mandate and after a one year notice. The Secretariat should not belong to the same FESI member association or FESI member country as the President and the Treasurer. The Direction Committee can decide to derogate from this requirement to solve some transitory situation (for example: President substitution).
Art. 28: The task of the Delegate General consists in ensuring, under the authority and supervision of the Direction Committee and with the co-operation of the secretaries of the member associations, that the decisions of the General Assembly are implemented and in preparing its meetings. The Delegate General takes part in the meetings of the General Assembly and of the Direction Committee without the right to vote. He prepares the minutes of these meetings. He maintains all contacts necessary to the carrying out of his duties. He must observe professional secrets.
SECTION VI - GENERAL MATTERS
Art. 29: The English language is the language of reference in which all the proceedings of FESI will be recorded. In cases of queries, only those documents in English (language of reference) will be recognised. The languages of the countries of the active member associations are the official languages of FESI. At the meetings of the General Assembly and of the Direction Committee, translations will be provided.
Art. 30: Suggestions for amendments to the statutes may be examined by the General Assembly only if they are received by the Secretariat at least two months before the General Assembly.
Art. 31: The European Federation of Associations of Insulation Contractors (FESI) may be dissolved by decision of the General Assembly which will establish all phases of liquidation.
Art. 32: Internal Regulations. An internal regulation adopted by a majority of 2/3 of the total votes by the Direction Committee specifies as far as necessary the practical application of the dispositions of these statutes. It may be amended or expanded in the same conditions by the Committee.