Statutes of the European Candle Association (ECA) ASBL

§ 1   Name

The name of the association without any commercial purpose is “European Candle Association ASBL”, abbreviated to “ECA ASBL”.

§ 2  Registered office of the Association

The registered main office is Rue Jacques de Lalaing 4, 1040 Brussels, Belgium.

§ 3  Objects of the Association

3.1 The objective of the association is to promote the interest of the European candle industry and has to support the common commercial interests of its members, particularly by promotion of research regarding the whole system candle and the worldwide communication between all trade partners of the supply chain starting with the raw material suppliers to the end-consumer.

3.2 The association is a non-profit-making organization and works within the frame of the Belgian Legislation (particularly the law from 2 May 2002 “Loi sur les associations sans but lucratif, les associations internationales sans but lucratif et les fondations”).

§ 4 Membership

4.1 The conditions for a membership are that the company produces itself

a. candles and/or lights
b. by the majority in Europe
c. since at least 3 years.

4.2 The membership can only be acquired by the entire corporation including affiliated companies as far as these produce candles. The membership application must be made in writing. To the application form a confirmation of the requirements regarding § 4.1 given by a public accountant has to be annexed on request.

4.3 The membership will terminate on

a. resignation with a period of 6 months’ notice to the end of the calendar year
b. exclusion.
The exclusion may follow if

1. the production will be terminated or the conditions stipulated by § 4.1 are no longer fulfilled during a period of more than 3 years,
2. the member infringes the statutes of the association or the unanimously taken decisions seriously or repeatedly in spite of written admonition,
3. the membership fee is not paid in spite of written reminders or
4. the transfer of confidential data to third parties in spite of written admonition.

§ 5 Authorities of the Association

The authorities are:

a. the General Assembly,
b. the Executive Board (President, Vice-President) and
c. the Managing Director

All positions which are performed within the association by company members are honorary ones and bind them to silence.

§ 6 The General Assembly

6.1 The General Assembly is the highest authority to pass resolutions. It decides on all matters which are not expressly within the competence of other authorities. Resolutions are taken by simple majority. A majority of two thirds is necessary for resolutions regarding § 6.3, lit g.*, h*, i.*.

6.2 General Assembly meetings have to be announced by the office. Invitations to the meetings have to be sent together with the agenda by e-mail, fax or mail at least two weeks before.

6.3 The General Assembly has among other things the following duties:

a.  Election of the Executive Board
b.  Approval of the annual business report and the profit and loss account
c.  Budget
d. Economical release of the Executive Board and the Managing Director
e. Setting of rules on membership fees
f.  Setting of cost allocations
g*. Modification of the Statutes
h*. Resolution of dissolution of the association
i*. Exclusion of members

6.4 Each member has the right to vote depending on the amount of the paid membership fee. 1.000 EUR membership fee entitles the member to one vote. Each attending member company may represent up to two absent member companies by a written proxy.

6.5 Minutes about each General Assembly meeting have to be taken and have to be signed by the managing director. The minutes have to be sent to all members by e-mail, fax or mail.

6.6 The General Assembly is conducted by the President or his substitute.

§ 7 The Executive Board

7.1 The Executive Board is elected by the General Assembly for a period of three years.

7.2 The Executive Board consists of up to 5 members. One of them is the President and one the Vice-President, the President´s substitute.

Both are individually authorized to represent the association.

7.3 The Executive Board has to take resolutions on all duties of the office, which are not expressly within the competence of other authorities, particularly:

– Admission of members
– Appointment and dismissal of the Managing Director

7.4 The Executive Board takes resolutions by simple majority. Resolutions may also be  taken by a written procedure which requires unanimity, however.

7.5 The Executive Board may take resolutions according to § 6.3 lit. f. and i. with written  permission of the members.

§ 8 The Managing Director

8.1 The association maintains an office for the management of the current business. The costs for the office are covered by the membership fees.

8.2 The office is run by the Managing Director. The Managing Director has to do the current business on order of the Executive Board.

8.3 The Managing Director has to run the business in an impartial manner and has to deal the business matters confidentially, also face to the Executive Board.

§ 9 Dissolution of the Association

After the dissolution of the association by the General Assembly according to § 6.1 and § 6.3 lit h*., the Executive Board defines the conditions of the liquidation and, if necessary, appoints authorized liquidators.

After having paid all outstanding liabilities, the assets shall be transferred to another association with a similar purpose of the dissolved association and that represents the interests of the European candle industry.

§ 10 Financial year

The financial year begins on 1 January and ends on 31 December of each year.

§ 11 Working language

The working languages are English and German.

§ 12 Applicable Law

Anything not provided for in these Statutes, including the publications to be made in the Official Belgian Gazette, shall be governed by the legal Belgian statutory provisions.