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 subject to the present Statutes, a professional Association was formed, to be designated: European Federation of Associations of Insulation Contractors, referred to by its French acronym FESI (Fédération Européenne des Syndicats d’Entreprises d’Isolation). This professional Union was announced in Paris on 23rd October 1970, under legislation passed on 1st July 1901.
Art. 2: On 1st January 1995, the registered offices of the Federation were established in Kurfürstenstrasse 129, DE-10785 Berlin. The General Assembly decided in Krakow, on 19th September 2014, to move the offices to Switzerland: FESI, Avenue du Mont-Blanc 33, CH-1196 Gland. The FESI offices can be transferred by order of the General Assembly.
SECTION II - AIMS
Art. 3: The European Federation of Associations of Insulation Contractors (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.
SECTION III - MEMBERS
Art. 4: Definition of FESI members:
- 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.
- Insulation firms in countries where no representative professional body exists;
Art. 5: Requests for membership must be sent in writing to the FESI Secretariat that will inform all members via email. The request will be put on the agenda of the next FESI meeting to give a chance to discuss and decide on the application:
- active members will be elected by a majority of two-thirds (2/3)
- corresponding members will be elected 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 member who do not conform to the stipulations of the Statutes and to the decisions of FESI, also those professional bodies which are no longer representative. Exclusions can be decided only if there is a unanimous vote of the active members of FESI present or represented.
Art. 8: In case of resignation or exclusion, members lose any right to benefit 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 of any gifts, subsidies and other revenue compatible with the nature of the Association and accepted by the General Assembly.
SECTION V - ADMINISTRATION AND OPERATION
Art. 11: FESI is composed of the following:
- the General Assembly (GA)
- the Executive Committee (EC)
FESI operations can be executed with the support of the following Commissions:
- the Acoustic Commission (AC)
- the Thermal & Technical Commission (TTC)
- the Recruitment & Training Commission (RTC)
The General Assembly can decide with a 2/3 majority on establishing a new commission if wanted and needed.
Art. 12: General Assembly
12.1: Constitution and Composition
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.
Every represented country has one vote.
Each professional body is responsible of nominating their own representative who will vote at the General Assembly. Each professional body is responsible of informing the FESI Secretariat about the nomination.
The professional body can change their representative at any time before a meeting if they inform the FESI Secretariat in advance.
In case of absence of the nominated representative, the professional body may arrange to be represented by another person to whom the voting power must be delegated.
The General Assembly forms itself and supplements itself, inasmuch as only persons who are linked to the purpose of the Association through their attitude and their previous engagement come into consideration for this office.
The General Assembly meets every year.
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.
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.
The General Assembly:
- determines the powers of the President and of the Secretary General, with the option of substitution;
- regulates the signatory and representation rights for the association;
- 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 financial report presented by the Treasurer;
- adopts the budget for the next year;
- fixes the fees of members;
- designates the members of the Executive Committee and the different commissions;
- approves the activities of the different commissions;
- issues a statement on: the admission of new members, the exclusion of members, the amendment of the Statutes, the dissolution.
12.3: Quorum and Adoption of a Resolution
Resolutions are made with the majority of the valid votes given, in so far as a qualified majority is not foreseen in the Statutes. All present active and corresponding members have the same voting power (those professional bodies who are representing the same country are considered as one member and shall execute their voting power through only one authorized representative).
In case of a voting tie, the President or, in case of hindrance, the Vice-President replacing him, has the casting vote.
Every General Assembly summoned according to the Statutes has a quorum, independent of the number of members present. The written approval of a petition by all members is equivalent to a resolution of the General Assembly.
Resolutions in a General Assembly are adopted by open vote with the simple majority of the votes of the present members, provided that the law or the Statutes do not stipulate another quorum. The vote only takes place in secret if this is expressly demanded by a majority of the present members or stipulated in the Statutes.
Members have no voting power about resolutions that affect themselves.
Regarding 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 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. 13: Executive Committee
13.1: Constitution and Composition
The Executive Committee is composed of:
- the President,
- the Vice-President (by tradition the TTC Chairperson),
- the Vice-President (by tradition the RTC Chairperson),
- the Treasurer,
- the AC Chairperson,
- the Secretary General,
The Executive Committee is responsible for the supervision of the execution of the FESI Strategy and the tasks of the different commissions.
The Executive Committee meets by demand.
The President, the Vice-Presidents and the Secretary General have the power to decide unanimously on investments in valuable but un-foreseen projects up to an amount of 10’000 EUR. These decisions will have to be circulated immediately to all members via email and the supported project(s) shall be presented in the next FESI meeting.
Art. 14: Presidency
The President administers FESI in accordance with decisions made by 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.
The President is elected for four years within the General Assembly. 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 General Assembly can decide to derogate from this requirement to solve some transitory situation (for example: President substitution).
Art. 15: Vice-Presidency
The Vice-Presidency consists of up to two Vice-Presidents.
They support the President in the administration of FESI in accordance with decisions made by the General Assembly.
The two Vice-Presidents are elected for four years within the General Assembly. They are eligible for re-election.
Art. 16: Office of 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, in agreement with the General Assembly, the annual financial report, the detailed budget of the previous years and the proposition for the next fiscal year’ budget.
In each FESI Spring Meeting, he presents for an approval a detailed financial statement of the last fiscal year. Before the end of each year, in the FESI Autumn Meeting, he presents a proposal of the use of next year’s budget according to the decisions of the General Assembly.
He must present his financial report on those matters within his jurisdiction.
The Treasurer is elected for four years within the General Assembly. The treasurer is eligible for re-election, except as provided for in Article 14.
Art. 17: Secretariat
The Secretariat is under the direction of a Secretary General designated by the General Assembly.
The Secretary General is elected for eight years within the General Assembly and is eligible for re-election.
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 General Assembly can decide to derogate from this requirement to solve some transitory situation (for example: President substitution).
The task of the Secretary General consists in ensuring, under the authority and supervision of the General Assembly 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 Secretary General takes part in the meetings of the General Assembly without the right to vote.
The Secretary General prepares the minutes of these meetings.
The Secretary General maintains all contacts necessary to the carrying out of his/her duties. He/She must observe professional secrets.
Art. 18: Financial Controller
The 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 General Assembly.
The Financial Controller is elected for four years within the General Assembly and is eligible for re-election.
The Financial Controller is not a member of the Executive Committee because he/she shall be fully independent.
Art. 19: Honorary members
The General Assembly 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 FESI meetings, without the right to vote, and in a consultative capacity.
Art. 20: Retiring President
With the aim of giving continuity to the activities of FESI, the retiring President shall be invited to, at least, the two following FESI meetings in a consultative capacity.
SECTION VI - GENERAL MATTERS
Art. 21: 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.
Art. 22: 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. 23: 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. 24: Internal Regulations. An internal regulation adopted by a majority of 2/3 of the total votes by the General Assembly specifies as far as necessary the practical application of the dispositions of these Statutes.
Art. 25: Times of financial crisis. By unanimous agreement of the General Assembly, membership fees may be halved for national associations in financial dire straits for a period of not more than two years. In case a related decision is urgently required between General Assemblies, the President, with the unanimous support of the Executive Committee, may grant this reduction for national associations requesting such assistance until the next General Assembly.