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Intruduction::European Microwave Association, in short: EuMA

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B-1348 Louvain-la-Neuve, Belgium
Identification number 19208/98, Moniteur Belge 29 October 1998, pp. 10011-10013
INPA Number: 46440356
Statutes
Modified 11 May 2003
Modified 2 October 2005
SECTION I - NAME - HEADQUARTERS
Article 1
The association named Association europ¨¦enne de Micro-ondes - European Microwave
Association, in short: EuMA, is an international association with a scientific, educational and
technical purpose, non-profit, within the framework of Titre III of the Belgian law of 27 June 1921
on non-profit associations, international associations, and foundations.
Article 2
The registered office of the association is situated at Place du Levant, 3, 1348 Louvain-la-Neuve,
Belgium. It can be transferred to any other location in Belgium by decision of the General
Assembly.
Article 3
Working languages are French and English. Other languages can be used according to internal
rules.
SECTION II - AIMS - DURATION
Article 4
The aim of the association is to develop on a non-profit basis, in an interdisciplinary way,
education, training and research activities with in view, among others,
- Promoting European microwaves,
- Networking and uniting microwave scientists and engineers in Europe,
- Providing a single voice for European microwave scientists and engineers in Europe,
- Promoting public awareness and appreciation of microwaves,
- Attaining full recognition of microwaves by the European Union,
- Organizing European Microwave Symposia and, in particular, the European Microwave
Conference, in short EuMC, as well as the European Microwave Week and all the associated
events,
- Circulating information among European microwave scientists and engineers.
The association is allowed to perform all actions directly or indirectly related to its object. It is
particularly allowed to organize any form of cooperation between its members, symposia, seminars,
study schemes, and to carry out and publish studies, magazines or books, etc.
Article 5
The association is formed for an unlimited lifetime; it may be wound up at any time.
SECTION III - ASSOCIATES
Article 6
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The number of members of the association is not limited.
Article 7
1. The members of the association are:
- The parties to the present act (founder members);
- Other physical persons or legal entities admitted as effective members by decision of the General
Assembly ruling by a majority of two thirds of the present or represented members and on
reasoned proposal from the Board of Directors.
2. Besides, the Board of Directors may admit, as associate members without voting right,
individuals whose reputation is founded in the field stated in Article 4, and scientific institutions
involved in the field. The number of associate members by country is not limited.
Article 8
1. The admission of an effective member as member of the association is valid for a duration of
three years, non-renewable except by decision of the General Assembly on reasoned proposal of
the Board of Directors. Moreover, all the members of the association are free to withdraw with a
three-month notice by sending their resignations recorded delivery with acknowledgment of
receipt to the association secretary. However, before actually withdrawing, resigning members
shall have to fulfil all their obligations, especially financial obligations, towards the association.
2. Members may only be excluded or suspended by decision of the General Assembly and when
two thirds of the members are present or represented, ruling by a majority of two thirds of the
present or represented members, and that the concerned persons had the opportunity to defend
themselves.
3. Resigning, excluded or suspended members, and the assigns or rightful claimants of a deceased
associate shall have no rights over the association's funds. They shall not be in a position to
claim or request records, account rendering, affixing of seals nor inventories.
Article 9
Members shall pay subscription fees whose amount shall be fixed by the Board of Directors.
Subscription fees may vary according to the category of the members. Internal rules shall determine
objective criteria allowing the Board of Directors to fix the different amounts. Subscription fees
shall never be reimbursed.
SECTION IV - GENERAL ASSEMBLY
Article 10
The General Assembly is the sovereign power of the association. The following are reserved for its
competence:
1. General policy of the association;
2. Amendments to the Statutes of the association;
3. Appointment and removal of directors;
4. Approval of the Board of Director's report (including balance sheet, accounts and budget);
5. Willing winding-up of the association;
6. Appointment of the auditors mentioned in articles 16 and 26;
7. Any decisions exceeding the powers legally or statutory granted to the Board of Directors;
8. Exclusion of a Member;
9. Granting a discharge to the directors, and the auditors if any.
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Article 11
The General Assembly is made up of all the effective members who have paid their subscription
fees. It is chaired by the chairman of the Board of Directors, the most senior vice-chairman or,
failing that, any other member appointed by the chairman.
Article 12
The General Assembly shall be held at least once a year, with time and place determined by the
association office. The association office may convene the association in General Assembly at any
time. The General Assembly must be convened when at least one third of the associates so request.
Any General Assembly shall be held on the day and the time and place stated in the convening
notice.
Article 13
The General Assembly shall be convened by the association secretary acting on behalf of the office,
sending mail, fax, electronic mail or any other communication means addressed to all effective
members, at least thirty days before the Assembly. Convening notices shall contain the agenda.
Article 14
The General Assembly shall first consider the agenda approved at the beginning of the session, and
then analyze the questions that arise during the session. However, proposals for amendments to the
Statutes of the association, which were not mentioned in the convening notice, will not be
considered. Only effective members have a right to vote. Each effective member possesses only one
vote. Members who can not attend the General Assembly may be represented by other members.
Each member attending the General Assembly may have a maximum of three proxies.
Article 15
But in the cases provided for by the law or the Statutes of the association, the General Assembly is
validly constituted whatever the number of present or represented members and decisions are
reached by an absolute majority of the votes cast.
Article 16
The Annual General Assembly shall appoint one or more auditors for a renewable three-year term,
entrusted with verifying the accounts of the association. Should the auditors be prevented from
fulfilling their term, a General Assembly shall provide for their replacement on either a temporary
or a permanent basis.
Article 17
The decisions of the General Assembly shall be countersigned in minutes in a special register
signed by the chairman of the session and the association secretary or, failing that, by one of the
Directors. The register is kept at the registered office of the association, where all the members may
read it without taking it away. All members or third parties able to prove their legitimate interest
may ask for an extract of the register signed by the chairman of the Board of Directors or the
association secretary.
SECTION V - BOARD OF DIRECTORS - OFFICE
Article 18
The Association shall be administered by a Board of six Directors at least, elected by the General
Assembly for a three-year term and revocable by it. Directors may be re-elected.
4
Article 19
The Board of Directors shall elect a chairman, two vice-chairmen and a secretary from among its
members for a three-year term. They shall constitute the association office. The chairman, vicechairmen
and secretary are eligible for re-election. The chairman of the Board of Directors is named
the President of the European Microwave Association. Should the chairman be unable to attend, the
chairman's functions shall be carried out by the senior vice-chairman. The Board of Directors shall
define the powers of the office, which is allowed to act only on express delegation of powers from
the Board of Directors and in the limits of the delegation. The office shall regularly report the
execution of its delegations to the Board of Directors.
Article 20
The Board of Directors shall meet at least once a year when convened by the office, or at any time
if necessary to the good operation of the association. The Board of Directors shall also be convened
if one third of its members request so. The notice of the meeting shall be sent by mail, fax, e-mail,
or any other communication means. The Board is allowed to rule if at least half of its members are
present or represented. Each member of the Board of Directors may represent a maximum of two
absent members. Decisions of the Board are adopted by an absolute majority of the votes cast from
the present or represented directors, unless provided otherwise by the present Statutes. In the event
of equal voting, the chairman or the substitute has the casting votes. Deliberations of the Board of
Directors shall be entered in minutes in a special register, which shall be signed by the chairman
and the association secretary. Copies and extracts, as well as all acts, shall be signed by the
chairman and the association secretary.
Article 21
Decisions related to the following questions shall be reached by a majority of two thirds of the
present or represented members:
1. Approval of new action schemes;
2. Fixing the amount of subscription fees;
3. Appointment of staff.
Article 22
The Board of Directors is invested with the widest powers to perform any acts of administration and
arrangement, which concern the association. The Board of Directors shall administrate the
association according to the general policy determined by the General Assembly, and shall
particularly decide about the schemes related to education, training and research organized by the
association; the Board shall also decide about publications.
Without prejudice to authorizations provided by the law and the present Statutes, the Board of
Directors may execute and receive any payment, request or give receipt of the payment, give or
receive any deposit, acquire or alienate personal or real estates, rent or let with a lease, even for
more than nine years, accept and receive private or state subsidies, accept and receive legacies,
donations and transfers, grant and accept loans and advances, with or without cover, grant and
accept subrogation and securities, mortgage social real estates, waive contractual or actual rights,
decide to release mortgages, plead whether as plaintiff or defendant before any jurisdiction, carry
out court decisions, deal or compromise, the above enumeration being enunciative and not
limitative. The Board of Directors may delegate the day-to-day management to the Chair of the
Board, to the association secretary or to one or more directors.
Article 23
Actions exceeding day-to-day management and committing the association shall be signed by the
association secretary and the chairman. Legal proceedings as plaintiff or defendant shall be
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managed by the Board of Directors represented by the association secretary. Signatories shall not
have to justify their powers to third parties. Financial contracts exceeding the field of current
expenses shall have to be signed by the chairman and the secretary of the association.
Article 24
By their functions, directors do not contract any personal obligation. Their responsibilities are
limited to the performance of their terms of office. Directors are not paid to perform their functions.
However, their expenses may be reimbursed. Actions related to appointment, dismissal and
cessation of functions of persons entitled to represent the international non-profit association are
published in the Annexes du Moniteur belge, at the cost of the association.
SECTION VI - ANNUAL ACCOUNTS - BUDGET
Article 25
On December 31 of each year, the association office shall make up the accounts of the previous
year and fix the budget for the year to come. The Board of Directors shall submit the budget and
accounts for approval by the next Annual General Assembly.
Article 26
Auditors appointed according to Article 16 of the present Statutes shall carry out the annual audit of
the association and report to the Annual General Assembly.
SECTION VI - AMENDMENTS - WINDING-UP - LIQUIDATION
Article 27
The General Assembly shall be allowed to deliberate amendments to the statutes if their objects are
expressly stated in the convening notice and two thirds of the members are attending the meeting.
Amendments shall be adopted by a majority of two thirds of the voting casts. Should two thirds of
the members not be present nor represented to the first meeting, a second meeting may be convened
and allowed to deliberate whatever the number of present members.
Amendments of the statutes will take effect only after approval by the competent authority
according to Article 50¡ì3 of the law and after publication in the Annexes du Moniteur belge
according to Article 51¡ì3 of the said law.
Article 28
The General Assembly shall be allowed to decide the winding-up of the association if two thirds of
the members are present. Should such condition not be fulfilled, a second meeting shall be
convened and allowed to deliberate validly whatever the number of present members. No decisions
shall be reached unless they are adopted by a majority of two thirds of the present members.
Article 29
In the event of voluntary winding-up, the General Assembly shall appoint one or two liquidators
and determine their powers.
Article 30
In the event of any winding-up, whether voluntary of judicial, at any time and for any reason, the
General Assembly shall decide by an absolute majority to allot the association¡¯s assets, after
liabilities have been discharged, to an institution whose object and purpose are similar to the present
association, by decision of the General Assembly ruling at the absolute majority.
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Article 31
The founder members of the association are: Prof. Roberto Sorrentino, Istituto di Elettronica,
Universita di Perugia, Italy, Prof. Leo Ligthart, Dept of Electrical Engineering, Delft University of
Technology, The Netherlands, Dr. Asher Madjar, Haifa, Israel, Ir. H. Meinel, Daimler-Benz,
Germany, Dr. S. Nightingale, ERA Technology, United Kingdom, Prof. Andr¨¦ Vander Vorst,
Microwaves, Universit¨¦ catholique de Louvain, Belgium.
Article 32
Any clause, which is not dealt with by the present statutes and in particular about the publications in
the Annexes du Moniteur belge, will be ruled according to the law.
FOUNDER MEMBERS
Prof. Roberto Sorrentino, Istituto di Elettronica, Universita di Perugia, Via G. Duranti 1/A-1, St
Lucia - Canetola, I-06131 Perugia, Italy.
Prof. Leo Ligthart, Department of Electrical Engineering, Delft University of Technology,
Mekelweg 4, PO Box 5031, 2600 GA Delft, The Netherlands.
Dr. Asher Madjar, 44 Leon Blum Street, Haifa 33852, Israel.
Ir. H. Meinel, Daimler-Benz, Forschungzentrum Ulm, Wilhelm Runge Strasse 11, D-89013 Ulm,
Germany.
Dr. S. Nightingale, ERA Technology, Cleeve Road, Leatherhead, Surrey KT22 7SA, United
Kingdom.
Prof. Andr¨¦ Vander Vorst, Microwaves, Universit¨¦ catholique de Louvain, Bâtiment Maxwell,
Louvain-la-Neuve, Belgium
.

  
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