EARSC Articles of Incorporation

ARTICLES OF INCORPORATION

Extracted from 17th May 1989 copy

ARTICLE 1: NAME

An international scientific Association called ìTHE EUROPEAN ASSOCIATION OF REMOTE SENSING COMPANIESî, or in abbreviated form ìE.A.R.S.C.î is hereby founded.

The complete shall be governed by the Belgian Statute of October 25, 1919 as amended by the Statute of December 6, 1954.

ARTICLE 2: REGISTERED OFFICE

The registered office of the Association is currently located at Walphot S.A., rue Van OprÈ 97, 5100 Jambes, with P.O. Box 10.000 Brussels 45, 1020 BXL, BELGIUM. The registered office may be transferred to any other location within the metropolitan Brussels area by simple decision of the Board of Directors of the Association.

The Board of Directors shall be authorized to set-up other offices or branches of the Association to be located in Belgium or abroad.

ARTICLE 3: OBJECTS

The objects of the Association, which shall exclude any profit-making objective, shall be the promotion of the science of remote sensing in Europe and the encouragement of contacts and exchanges of information between persons, companies and groups of firms and companies, operating in Europe in the field of remote sensing as well as the representation of the common interests of all said persons companies and groups.

Without prejudice to the foregoing, the Association shall endeavour:

1. To promote the interest of, and encourage cooperation between, all commercial European Companies and partnerships offering and undertaking consulting and contracting services or supplying equipment in the field of remote sensing which are based in European countries which contribute to the European Space Agency or which are members of the European Economic Community;
2. To make users and potential users of remote sensing aware of the benefits of remote sensing, and of the products and services available from members of the Association;
3. To provide members with information about developments in remote sensing and potential market opportunities;
4. To ensure that the common interests of members are represented in national and international committees which exert influence on the interest of members in remote sensing;
5. To advise and assist funding and executing agencies and organisations in matters concerning in remote sensing;
6. To encourage funding and executing agencies and organizations when undertaking contractual remote sensing activities to cooperate with and operate through the professional and commercial services provided by members;
7. To promote demonstration projects and campaigns in remote sensing;
8. To do all such other things as may be conducive to the attainment of the above objectives.

ARTICLE 4: DURATION

The Association is formed for an intermediate duration and may be wound-up at any time in accordance with the provisions of the present Articles of Incorporation.

h2. ARTICLE 5: MEMBERS

The Association shall be composed of active Members. The maximum number of members shall not be limited, but there shall always be a minimum of two members.

Any commercial European company or partnership offering and undertaking consulting and contracting services or supplying equipment in the filed of remote sensing which is based in a European Country which contributes to the European Space Agency or which is a member of the European Community shall be eligible for membership. The Board shall have full power to decide, acting on such information or evidence as they think fit, whether any company or partnership is eligible for membership and, if eligible, whether they shall be invited to apply for membership. The decision of the Board of Directors as to these matters shall be final and confidential.

The final decision as to admission shall be made by the Board of Directors of the Association. Admission shall automatically imply an undertaking on the part member in question to adhere to and abide by the Articles of Incorporation of the Association and its duly adopted Internal Regulations, if any.

ARTICLE 6: RESIGNATION AND EXCLUSION OF MEMBERS

Membership of the Association shall cease at such time as a member¥s resignation or exclusion becomes effective.

Resignation shall be notified in writing by registered letter to the Chairman of the Board of Directors of the Association, as its registered office.

Any resignation shall only be effective at the close of business on the December 31st immediately following the receipt of notice of resignation by the Board of Directors of the Association.

Any member who shall remain in default, with regard to the payment of its subscription or any other debt which it may have to the Association for a period of three months, after having been put on notice by the Board of Directors by registered letter to pay same, shall be deemed to have resigned on the last day of said three monthís period.

A member may be excluded by the General Meeting of members, upon the proposal of the Board of Directors.

Any member may be excluded by the General Meeting of Members, upon the proposal of the Board of Directors.

Any member who is excluded shall be immediately liable for the full payment of the subscription for the year during which its exclusion is decided and if it has already paid its subscription for said year, it shall not be entitled to any pro-rata reimbursement.

No member following its effective resignation or exclusion shall have any rights whatsoever against the assets of the Association.

ARTICLE 7: SUBSCRIPTIONS

Members shall pay an annual subscription, the amount of and the terms of payment of which shall be determined by the General Meeting upon a proposal from the Board of Directors.

ARTICLE 8: GENERAL MEETING OF MEMBERS

The General Meeting shall be composed of all the members of the Association. It shall be fully empowered to achieve the objects of the Association and in particular the general Meeting shall be competent to:

• Approve the annual accounts and the budget of the Association upon a proposal from the Board of Directors,
• Set the amount and terms of payment of the annual member¥s subscription upon a proposal from the Board of Directors,
• Elect and dismiss the members of the Board of Directors,
• Modify the Articles of incorporation,
• Upon proposal from the Board of Directors, establish and modify the internal regulations of the Association,
• Upon proposal from the Board of Directors, excluded a member,
• Upon proposal from the Board of Directors, appoint the auditors of the Association and fix their terms of office.

The General Meeting shall meet at least once each year at the registered office or at any other place indicated in the notice. Said meeting shall take place on June 1st of each year, unless decided otherwise by the Board of Directors.

The General Meeting may be conversed at any time, on an extraordinary basis, by the Board of Directors and shall be so convened upon receipt of a written request signed by one third or more of the members of the Association. Meetings shall be held at the location indicated in the notice.

For all meetings written notices, including the agenda, shall be sent out by letters, fax or telex to all members at least three weeks prior to the date fixed for the holding of the meeting.

ARTICLE 9: VOTING AT GENRAL MEETINGS

Subject to the provisions of the ARTICLE 10 hereunder, the quorum for both the annual and any extraordinary meeting of members shall be 15 members or one third of the total number of members, present or represented, whichever is less. If a quorum of members is not present, a new meeting shall be convened within 4 weeks of the date of the first meeting and all resolutions and decisions taken at the second meeting shall be validly adopted, no matter how many members are present or represented.

Each member shall have one vote.

Members may be represented at any meeting by another member, acting on the basis of a written power of attorney, specific to the meeting in question.

A member may not act as the appointed representative of more than two members.

Subject to the provisions of the Articles of the Incorporation, all decision of the General Meeting shall be adopted by simple majority of the members present or validly represented at the meeting.

ARTICLE 10: MODIFICATION OF THE ARTICLES OF INCORPORATION

Without prejudice to the law of October 25, 1919, any proposal to modify the Articles of the Incorporation of the Association shall originate with the Board of Directors or at least 2/3 of the members of the Association.

The Board of Directors shall make known to the members of the Association at least 3 months ahead of time, the date of the general meeting which will decide the proposal.

The general meeting may only deliberate if 2/3 of the members able to vote are present or represented.

However, if the general meeting does not meet this requirement, a new general meeting shall be convened on the same conditions as above, to decide definitively on the proposal in question, no matter what number of members are present or represented.

ARTICLE 11: BOARD OF DIRECTORS ñ COMPOSITION

The Association shall be administrated by a Board of maximum of ten directors; at least one director shall be of Belgian nationality.

The directors shall be elected by the General Meeting of the Association, all members of the Board, including co-opted members, shall, if they so desire, present themselves for re-election and one member of the Board of Directors, being the director who has been longest in office, shall be obliged to retire but officers of the Board shall not be obliged to so retire.

As between persons becoming eligible to retire on the same day, the person to retire shall be determined by drawing lots. A retiring member shall not be eligible for re-election for a period of twelve months, following his retirement.

Other members of the Board are eligible for re-election, provided that the Chairman and Vice-chairman shall not be eligible for re-election to the same post at more than two consecutive Annual General Meetings.

Candidates for election to the Board of Directors may be presented by any Member of the Association.

Notice of the candidature, signed by a member and seconded by another member of the Association and accompanied by a written declaration of acceptance signed by the candidate director, shall be forwarded to the Board of Directors at least one month prior to the date of the Annual General Meeting.

The Board of Directors shall include with the notices for the meeting a list candidate directors.

ARTICLE 12: BOARD OF DIRECTORS ñ TERMINATION AND DISQUALIFICATION

Any member of the Board may be immediately dismissed by the general Meeting voting by a two thirds majority of those present or represented.

The term of office of a member of the Board of Directors shall immediately and automatically cease, without any further decision of the General meeting, upon the happening of any one of the following events:

1. If the member of the Board ceases to be the authorized employee or representative of a member of the Association or if the company of firm which he/she represents ceases to be a member of the Association;
2. If the member of the Board becomes bankrupt or makes any general arrangement or composition with his/her creditors;
3. If the member of the Board becomes of unsound mind;
4. If the member of the Board resign by written notice addressed to the Board of Directors of the Association;
5. Upon receipt by the member of the Board of a written request signed by all the other members of the Board requesting the member in question to resign.

ARTICLE 13: BOARD OF DIRECTORS ñ VACANCIES

Should a vacancy occur on the Board, the Board of Directors shall be free to fill the vacancy with a candidate of its choice.

The person so appointed shall remain in office until the next Annual General meeting, but his/her appointment shall be subject to ratification by said meeting.

ARTICLE 14: BOARD OF DIRECTORS ñ OFFICERS

The Board of Directors shall include a Chairman, a Vice-Chairman and a Treasurer who shall all be appointed by the General Meeting from amongst the elected directors by a simple majority of those present of represented at the general meeting.

The Chairman, or in his/her absence, the Vice-Chairman, shall preside over meetings of the Board of Directors and all general meetings of the Association.

ARTICLE 15: BOARD OF DIRECTORS ñ MEETINGS

The Board of Directors shall meet each time that the interests of the Association so require.

Board Meetings shall be convened by the Chairman of the Board of Directors or at the request of at least four members of the Board.

Notice convening the meeting of the Board of Directors and including the agenda of the meeting in question shall be sent to each member of the Board by the Chairman of the Board at least 15 days prior to the meeting.

Any member of the Board may be represented at the meeting of the Board may have more than one proxy.

The Board may only validly deliberate if at least one half of its members, including any co-opted members, are present or represented.

All decision of the Board shall be taken by a simple majority of those members present or represented.

In the event of a tie, the person presiding the meeting of the Board shall have a casting vote.

The Chairman shall be responsible for ensuring that minutes are kept of all meetings of the Board and that said minutes are circulated to all members of the Board within one month of the holding of the meeting.

ARTICLE 16: BOARD OF DIRECTORS ñ POWERS

The Board of Directors shall be fully empowered to carry-out the objects of the Association.

To this end, the Board of Directors is invested with all powers of administration and disposal except for the powers granted by the present Articles of Incorporation to the general Meeting of members.

The Board of Directors may delegate the powers of day to day management to its Chairman, any officer or other member of the Board, or any other person, body or committee, whether or not composed of members of the Board, which it may determine.

In addition, the Board of Directors may delegate one or more specific powers to such person or persons as it may determine. The Board of directors shall in any event appoint a secretary of the Association and shall determine the powers of said person.

ARTICLE 17: REPRESENTATION

Except for specific powers of attorney, the Association is validly represented by the signature of two members of the Board of Directors, one of whom must be the Chairman, or in the event of his unavailability, his replacement.

All proceedings whether as plaintiff or defendant are conducted by the Board of Directors, represented by the Chairman or any other director appointed by the latter.

ARTICLE 18: WINDING-UP AND LIQUIDATION

Upon proposal by the Board of Directors, the Association may be wound-up at any time by decision of the General Meeting of members deciding in accordance with the provisions of ARTICLLE 10 hereinabove. Said decision shall appoint one or more liquidators for the purpose of conducting the winding-up.

In the event of winding-up, for whatsoever reason, the surplus assets of the Association, after all debts and liabilities have been settled, shall be put to such uses as are determined by the General Meeting of members, deciding by a simple majority of the members present or represented.

If the assets of the Association are not sufficient to settle its debts and liabilities, the liquidator(s) shall be empowered to impose on all members of the Association at the time of winding-up the payment of a special contribution equal to a maximum of one half of the total subscriptions paid by each member during the three business years preceding the year in which the decision is to wind-up.

ARTICLE 19: BUSINESS YEAR, ACCOUNTS AND AUDIT

The business year of the Association shall run from January 1 to December 31. By the way of exception, the first business year shall commence on the date of approval of the present Articles of Incorporation and shall end on December 31, 1990.

The Board of Directors shall be obliged to submit to the Annual General Meeting of members accounts for the previous business year, with a report of the auditors confirming that they have examined said accounts, as well as a budget for the current year.

ARTICLE 20: LIABILITY OF MEMBERS

Without prejudice to the provisions of ARTICLE 18, the liability of members shall be limited to the payment of their annual subscription.

ARTICLE 21: OTHER MATTERS

For all matter not covered by these Articles of Incorporation reference shall be made to the Law of October 25, 1919, relating to international associations.

Author: EARSC