Statutes

Art. 1 NAME

1.1.        An international not-for-profit organisation, named “EUROHEAT & POWER”
(hereinafter referred to as the “Association“) was constituted.

1.2.        The Association shall be governed by Title III of the Belgian law of 27 June 1921 on not-for-profit organisations, foundations, European political parties and European political foundations (hereinafter the “Law of 27 June 1921“), as modified and amended by subsequent laws.

Art. 2 HEAD OFFICE

2.1.

The head office of the Association is situated at the following address: Cours Saint Michel 30a Box E- B- 1040 Brussels, Belgium.

Without prejudice to the application of the Belgian linguistic legislation, the head office may be transferred to any other place in Belgium by a decision of the General Assembly.

2.3.

The Board of Directors may decide to open operation centers or offices of the Association in Belgium.

Upon proposal of the Board of Directors, the General Assembly may decide to open operation centers or offices of the Association abroad.

Art. 3 PURPOSE AND ACTIVITIES

3.1.
The Association operates as a not-for-profit organisation and is devoted to promote, to communicate, to develop cooperation and dialogue and to cover all aspects related to District Heating and District Cooling (DHC) and related energy sources and technologies including combined heat and power (CHP) in Europe and beyond.

With a view to ensure continued growth of the District Energy sector (DHC/CHP), the purposes of the Association are the following:

a) Advocacy

• to promote and represent the interests of its members at the political level, in particular in relations to the EU institutions and other European regulatory bodies, as regards to the relevant areas of policy, including energy, climate, research and innovation;
• to pursue and adopt international measures of general interest which will ensure further development of DHC;

b) Image building

• to speak with one voice for the whole value chain and to promote the advantages of DHC and related energy sources and technologies;
• to ensure in a coordinated effort that DHC is being understood and recognised as an important tool to achieve energy and climate policy objectives by political decision-makers in Europe;
• to inform the sector of significant developments in the DHC fields and other related fields;
• to make its best efforts to ensure that any event organised by the Association is the key meeting point for the District Energy sector, setting the political agenda as well as providing optimal networking and business opportunities;

c) Technology development, research and innovation

• to run the DHC+ Technology Platform (the “DHC+”) which is the European knowledge hub for research and innovation for District Energy in Europe and beyond, aiming a.o. at advocating for district research policy and supporting the Associations advocacy efforts for sustainable future with scientific based approach;
• to work for a better environment promoting a.o. the use of surplus heat and renewable energies to conserve primary energies;
• to support the technical information and experience exchange as well as the knowledge share among its members;
• to collect, develop and communicate the results of research and operational experience obtained in the field of DHC and related energy sources and technologies;

d) Facts and figures

• to monitor and document relevant developments in the sector.

In order to realise the aforementioned purpose of international utility, the Association may in particular develop the following activities:

• to serve as a resource and forum for education, information sharing and networking between the Members;
• to carry out, and from time-to-time publish, research results with international content and a global reach related to the District Energy sector;
• to deliver projects in and outside Europe, including projects which implement recommendations and research-based findings related to the District Energy sector;
• to sponsor, promote, facilitate or organize education and training seminars, conferences, missions, exhibition or any other event, in Belgium or abroad related to the District Energy sector ;
• to stimulate and participate in joint projects related to the District Energy sector at national and international level.

3.2.

The Association may become a member of any other not-for profit association/not-for-profit organisation provided that said not-for-profit association/not-for-profit organisation is legal and its purposes are in line with the purpose of the Association.

3.3.

The Association may undertake any other activity or take any other actions that are directly or indirectly related to the purpose of the Association as set out in Article 3.1. of these Statutes or necessary or useful to the realisation of said purpose. Among other things, and provided that such activity is either expressly contained in the approved budget of the Association or is otherwise approved by the General Assembly, the Association may grant loans to, invest in the capital of, or, in any other manner, directly or indirectly, take participations in other legal entities, associations and companies of private or public nature, governed by Belgian law or foreign laws.

In addition, the Association may carry out any activity including real estate that contributes directly or indirectly to the realisation of the above mentioned not-for-profit purpose of international utility, including the exercise of limited commercial and profit-making activities on a secondary basis to the extent legally admitted which proceeds shall at all times be allocated to the realisation of the above mentioned not-for-profit purpose of international utility.

3.4.

The Association is authorized to collect any resources which are necessary to the realisation of its purpose.

Art. 4 DURATION

4.1.
The Association is constituted for an indefinite duration and can be dissolved at any time by decision of the General Assembly.

Art. 5 GENERAL PROVISION

5.1.        The Association is composed of at least three (3) Members with the right to vote and open to an unlimited number of Members.

5.2.        The Association has five (5) categories of members: the Active Association Members, the Active Company Members, the Partner Company Members, the Supporting Members and the DHC + Members (hereinafter all referred to as the “Members”).

Each Member is allowed to change their category of membership subject to the terms and conditions laid down in these Statutes.

Active Association Members, Active Company Members, Partner Company Members and Supporting Members may also join DHC + membership and likewise DHC+ Members may also join one (1) of the four (4) other membership categories of the Association. No other combinations of membership are possible.

5.3.        Membership is open to natural persons or to legal entities, whether governed by public or private law, validly incorporated in accordance with the applicable laws and customs of their country of incorporation, related to or with direct or indirect interest in the District Energy sector.

5.4.        Affiliates or subsidiaries which are less than fifty-one (51) % owned by a Member of the    Association must file their own request for membership and cannot benefit from the respective Members’ membership rights, unless explicitly authorised by the Managing Director of the Association.

5.5.        Members shall abide by the purpose of the Association, these Statutes, the Internal Rules, the Operating Rules and the decisions taken by the General Assembly and by the Board of Directors.

Art. 6 ACTIVE ASSOCIATION MEMBERS

6.1.        Active Association membership shall be subdivided into two (2) subcategories: the Active Association Member EU/EEA and the Active Association Member Non-EU/EEA (hereinafter all referred to as the “Active Association Members“).

• Active Association membership EU/EEA is open to any national or industrial not-for-profit organisation or its legal equivalent under the applicable law of its country of incorporation which is widely recognised for their activities in the District Energy sector and which head office is located in the European Union or in the European Economic Area.
• Active Association membership Non-EU/EEA is open to any national or industrial not-for-profit organisation or its legal equivalent under the applicable law of its country of incorporation which is widely recognized for their activities in the District Energy sector and which head office is not located in the European Union or in the European Economic Area.

6.2.        Active Association Members have the following membership rights:

• to attend and to vote at the General Assembly through its representative in compliance with article 22.1. of these Statutes;
• to be guaranteed a seat in the Association’s Board of Directors;
• to have access to and participate in Committees, Working Groups and Task Forces of the Association;
• to have access to the Members intranet and to information such as the Association’s newsletter or updates;
• to have access to specialised subscriptions such as the Country-by-Country publication;
• to get customized support or policy briefings regarding EU policy developments;
• to share and publish news via the communication channels of the Association including the newsletter and social media channels;
• to get dedicated networking support from the Association’s Secretariat;
• to benefit from discounted rates for the events, training seminars, conferences, missions and exhibitions organised by the Association and for selected partner events;
• to use the Association’s trademarks, trade names, symbols, devices or logos (hereinafter referred to as the “Trade Marks”) in compliance with article 47 of these Statutes.

6.3.        Active Association Members have the following membership duties:

• to nominate and notify in writing the name of one (1) representative to the General Assembly of the Association;
• to comply with these Statutes, the Internal Rules and policies of the Association;
• to act in the interests of the Association to the best of their abilities and possibilities;
• to pay an annual membership fee in line with their respective subcategory of Active Association Membership as determined by the General Assembly pursuant to article 12 of these Statutes.

Art. 7 ACTIVE COMPANY MEMBERS

7.1.        Active Company membership is open to any company involved in the District Energy sector (generation, transport, distribution, sales, promotion, consultancy, equipment manufacturing, or other related activities) which wishes to participate actively in the Association’s work.

7.2.        Active Company membership shall be subdivided into three (3) subcategories: the Active Company Member with four (4) votes, the Active Company Members with three (3) votes and the Active Company Members with two (2) votes at the General Assembly of the Association (hereinafter all referred to as the “Active Company Members“). The number of votes assigned shall depend on the amount of the annual membership fee applicable to the respective Active Company Member of the Association.

7.3.        Active Company Members have the following membership rights:

• to attend and to vote at the Electoral Forum and the General Assembly through its representative in compliance with articles 22.1. of these Statutes;
• to propose a candidate for a position in the Board of Directors to the Electoral Forum;
• to have access to and participate in Committees, Working Groups and Task Forces of the Association in accordance with the Active Company Members activities and strategic interest;
• to have access to the Members intranet and to information such as the Association’s newsletter or updates;
• to have access to specialised subscriptions such as the Country-by-Country publication;
• to get customized support or policy briefings regarding EU policy developments;
• to share and publish news via the communication channels of the Association including the newsletter and social media channels;
• to get dedicated networking support from the Association’s Secretariat;
• to benefit from discounted rates for the events, training seminars, conferences, missions and exhibitions organised by the Association and for selected partner events;
• to use the Association’s Trade Marks in compliance with article 47 of these Statutes.

7.4.        Active Company Members have the following membership duties:

• to nominate and notify in writing the names of one (1) representative to the General Assembly of the Association
• to comply with these Statutes, the Internal Rules and policies of the Association;
• to act in the interests of the Association to the best of their abilities and possibilities;
• to pay an annual membership fee in line with their respective subcategory of Active Company Membership as determined by the General Assembly pursuant to article 12 of these Statutes.

Art. 8 PARTNER COMPANY MEMBERS

8.1.        Partner Company membership is open to any company involved in the District Energy Sector (generation, transport, distribution, sales, promotion, consultancy, equipment manufacturing, or other related activities) which wishes to support the Association’s work.

8.2.        Partner Company Members have the following membership rights:

• to attend and to vote with one (1) vote at the Electoral Forum and the General Assembly through its representative in compliance with articles 22.1. of these Statutes;
• to propose a candidate for a position in the Board of Directors to the Electoral Forum;
• to have access to and participate in Working Groups and Task Forces of the Association; however, Partner Company Members do not have access to the Committees, such as the Energy Policy Committee,
• to have access to the Members intranet and to information such as the Association’s newsletter or updates;
• to have access to specialised subscriptions such as the Country-by-Country publication;
• to share and publish news via the communication channels of the Association including the newsletter and social media channels;
• to get dedicated networking support from the Association’s Secretariat;
• to benefit from discounted rates for the events, training seminars, conferences, missions and exhibitions organised by the Association and for selected partner events;
• to use the Association’s Trade Marks in compliance with article 47 of these Statutes

8.3.        Partner Company Members have the following membership duties:

• to nominate and notify in writing the names of one (1) representative to the General Assembly of the Association
• to comply with these Statutes, the Internal Rules and policies of the Association;
• to act in the interests of the Association to the best of their abilities and possibilities;
• to pay an annual membership fee as determined by the General Assembly pursuant to article 12 of these Statutes.

Art. 9 SUPPORTING MEMBERS

9.1.        Supporting membership is open to any legal entity or natural person involved in the District Energy sector who wishes to support the Association’s work without being actively involved in the decision-making process of the Association.

9.2.        Supporting Members may attend the General Assembly meeting. They do neither have the right to vote at the General Assembly meeting nor the right to access to and participate in Committees, Working Groups or Task Forces of the Association. Supporting Members have the following membership rights:

• to attend the General Assembly meeting as observer;
• to have access to the Members intranet and to information such as the Association’s newsletter or updates;
• to benefit from discounted rates for the events, training seminars, conferences, missions and exhibitions organised by the Association and for selected partner events;
• to use the Association’s trademarks, trade names, symbols, devices or logos (hereinafter referred to as the “Trade Marks“) in compliance with article 47 of these Statutes.

9.3.        Supporting Members have the following membership duties:

• to nominate and notify in writing the names of up to one (1) representative to the Association;
• to comply with these Statutes, the Internal Rules and policies of the Association;
• to act in the interests of the Association to the best of their abilities and possibilities;
• to pay an annual membership fee as determined by the General Assembly pursuant to article 12 of these Statutes.

Art. 10 – DHC+ MEMBERS

10.1.      DHC+ membership is open to any legal entity aiming at becoming engaged in technology, innovation and project related opportunities and activities in the District Energy sector.

10.2.      DHC+ membership shall be subdivided into three (3) subcategories: the DHC+ Association or Company Member, the DHC+ R&D Institute or University Member and DHC+ Start-up Company Member (hereinafter all referred to as the “DHC+ Members“).

• DHC+ Association or Company membership is open to (i) any association, its legal equivalent or (ii) any company which has a hundred (100) or more fulltime employees and which wishes to support the DHC+ Technology Platform and the R&D activities of the DHC sector.
• DHC+ R&D Institute or University membership is open to any R&D Institute or University which wishes to support the DHC+ Technology Platform and the R&D activities of the DHC sector.
• DHC+ Start-up Company membership is open to any company which has fewer than hundred (100) full-time employees and which wishes to support the DHC+ Technology Platform and the R&D activities of the DHC sector.

10.3.      DHC+ Members may attend the General Assembly meeting. They have neither the right to vote at the General Assembly meeting nor the right to access and participate in Committees, Working Groups or Task Forces of the Association. DHC+ Members have the following membership rights:

• to attend the General Assembly meeting as observer;
• to have access to the Members intranet and to information such as the Association’s newsletter or updates;
• to get support and insight regarding access to EU research and innovation funding projects;
• to have access to and participate in the DHC+ governing bodies and the specialised DHC+ Task forces and DHC+ Working Groups;
• to share and publish news via the DHC+ communication channels;
• to get dedicated networking support from the relevant members of the Association’s Secretariat working for DHC+ (the “DHC+ Secretariat“);
• to benefit from discounted rates for the events, training seminars, conferences, missions and exhibitions organised by the Association and for selected partner events;
• to use the Association’s Trade Marks in compliance with article 47 of these Statutes.

10.4.      DHC+ Members have the following membership duties:

• to nominate and notify in writing the names of one (1) representative to the Association;
• to comply with these Statutes, the Internal Rules and policies of the Association;
• to act in the interests of the Association to the best of their abilities and possibilities;
• to pay an annual membership fee in line with their respective category of DHC+ Membership as determined by the General Assembly pursuant to article 12 of these Statutes.

Art. 11 – ADMISSION

11.1.      Applications for admission to any category of membership shall be filed by written request to the Secretariat of the Association for decision by the Managing Director. The Managing Director shall have full power and discretion to decide whether membership in the requested category of membership shall be granted to the applicant. The Managing Director shall not be required to justify its decision and submits the latter for confirmation to the Board of Directors.  The applicant has the right to appeal against the decision of the Managing Director to the Board of Directors within thirty (30) calendar days of the notification of the decision.

11.2.      Further provisions on the application formalities and procedure to any category of membership may be adopted in the Internal Rules of the Association.

Art. 12 – MEMBERSHIP FEES

12.1.      Members have to pay for each calendar year an annual membership fee to the Association in line with their respective category of membership. If a Member combines the DHC+ membership with the membership in another membership category of the Association, said Member shall pay both corresponding membership fees.

12.2.      The exact conditions including the possibility of giving discounts and the amount of membership fees for all Members are decided by the General Assembly upon recommendation of the Board of Directors. With the exception to the foregoing, the annual membership fee payable by the Members in each membership category shall be adjusted each year on the basis of the consumer price index of Belgium or any similar indexation chosen by the Board of Directors without the need for approval of the General Assembly.

12.3.      Further provisions regarding the calculation and the payment modalities of the membership fees may be detailed in the Internal Rules of the Association.

Art. 13 – MEMBERSHIP CATEGORY CHANGE

13.1.      Any Member may change its membership category provided that it fulfils the required membership criteria by giving written notice of the membership category change to the Secretariat of the Association by the latest on thirty (30)th September of the current calendar year, in order for the category change to take effect from the first January of the following calendar year. Should a Member wish to change from one category to another which corresponds to a higher membership fee, this notice period does not apply and the change of category can take place at any time with immediate effect, subject to the submission of an updated membership form to the Managing Director.

13.2.      Further provisions regarding the membership category change may be detailed in the Internal Rules of the Association.

Art. 14 – END OF MEMBERSHIP

14.1.      Membership in the various membership categories ends (i) in accordance with articles 14.2. or 14.3. of these Statutes, (ii) by death, loss of legal capacity, bankruptcy, insolvency, judicial reorganisation, liquidation or dissolution of the concerned Member or (iii) by dissolution of the Association.

The end of the Membership during the course of the Association’s financial year shall not affect the Member’s obligation to pay the membership fees overdue as well as the membership fees for the current calendar year or any other sum due on the date of the end of membership. The Member whose membership ended shall not be entitled to claim either any of the Association’s assets or any reimbursement of its membership fees or any other compensation.

14.2.      Any Member is entitled to resign its membership at any time by giving written notice to the Secretariat of the Association by the latest on thirty (30)th September of the current calendar year, in order for the resignation to take effect from the first of January of the following calendar year. The resigning Member is required to fulfil its obligations according to article 14.1., Para. 2 of these Statutes.

14.3.      A Member may be excluded by the General Assembly on proposal by the Board of Directors a) in case of serious breach by that Member of the provisions of the Statutes or the Internal Rules; b) if the conduct of that Member is contrary to the purpose of and harming the Association; c) if the Member does not pay or provide a suitable payment plan for its membership fees or any other sum in arrears for more than sixty (60) calendar days from the invoice due date in spite of the notification of a payment reminder by the Board of Directors by registered letter or by email giving an additional delay of thirty (30) calendar days to execute the payment.

If an exclusion procedure has been launched against a Member according to article 14.3. of these Statutes the concerned Member may be suspended by the Board until the next General Assembly meeting. The suspended Member will cease to benefit from its membership rights, whereas the Member has to continue to fulfil all its membership duties.

The Member concerned must be summoned to have the opportunity to present his defence on the envisaged exclusion either by oral or written statement to the General Assembly. The exclusion of a Member shall be pronounced by the General Assembly by a decision taken by a one-thirds (1/3) majority of the votes of the Active Association Members, Active Company Members and Partner Company Members present, represented or participating remotely in the meeting. The decision of the General Assembly is final and the exclusion shall be effective as of the date of the decision of the General Assembly. The Member excluded is required to fulfil its obligations according to article 14.1., Para. 2 of these Statutes.

Art. 15 – FINANCIAL RESOURCES

15.1.      The sources of revenue of the Association are:

• membership fees;
• contributions, subsidies and grants;
• interests and income from investments and property or
• any other legally allowed financial resources including among others revenues from events, subscriptions and certificates that might be paid or granted to the Association.

Art. 16 – LIABILITY

16.1.      The Association shall be solely liable for commitments entered into to be covered with its own assets. Without prejudice to the legal provisions applicable, no Member shall incur neither a personal liability for the debts or for any other commitments of the Association, nor any other liability of whatever nature.

16.2.      Without prejudice to the legal provisions applicable, the members of the Board of Directors cannot be held personally liable for the debts or for any other commitment of the Association nor incur any other liability of whatever nature.

Art. 17 – FINANCIAL YEAR

17.1.      The financial year is the calendar year.

17.2.      The annual accounts and balance sheet of the previous financial year and the budget for the financial year following the year of an ordinary General Assembly, together with the auditing report, are submitted for approval to the General Assembly.

Art. 18. – GOVERNANCE STRUCTURE

18.1.      The Association is composed of the following bodies:

• the General Assembly;
• the Board of Directors;
• the Companies’ Electoral Forum;
• the DHC+ Assembly;
• the DHC+ Chairpersons;
• the Managing Director.

18.2.      Committees for advisory purposes, ad hoc Working Groups, Task Forces and Certification Boards may be established by the Board of Directors in order to assist the Association in achieving its purpose and to carry out its activities.

18.3.      Under the authority and direction of the Managing Director, the Secretariat including the DHC+ Secretariat supports the bodies of the Association with the administrative day-to-day management of the Association.

18.4.      Further details regarding the composition and the functioning of the bodies, Committees, ad hoc Working Groups, Task Forces and Certification Boards of the Association and the Secretariat including the DHC+ Secretariat may be laid down in the Internal Rules or the Operating Rules of the Association.

Art. 19. – POWERS

19.1.      The General Assembly is the highest body of the Association. The General Assembly deliberates over any proposal which appears on the agenda and has the exclusive power to decide on the following matters:

• matters of general interest;
• election of the Board of Directors, of the President and of the Vice-President, and their eventual revocation;
• structure and amount of the membership fees for all membership categories;
• approval of the budget of the following financial year;
• approval of the report of the Board of Directors;
• approval of the annual accounts and the respective balance sheet of the previous financial year;
• discharge of the Board of Directors;
• election of the auditors and their deputies;
• amendments of the statutes ;
• dissolution of the Association;
• exclusion of Members.

Art. 20. – COMPOSITION

20.1.      The General Assembly is composed of the Active Association Members, the Active Company Members and the Partner Company Members. Each Active Association Member, Active Company Member and Partner Company Member may nominate one (1) representative in order to represent it at the General Assembly. Such nomination may be modified at any time by the concerned Member.

Subject to the provisions and limitations stipulated in these Statutes, the Internal Rules or the Operating Rules of the Association, the Supporting Members, the DHC+ Members, the Managing Director and guests invited by the President, the Board of Directors or the General Assembly may attend the General Assembly meeting as observers.

Art. 21. – MEETING RULES

21.1.      An ordinary meeting of General Assembly takes place annually at least once on a date, hour and place, determined by the Board of Directors and announced in the invitation. An extraordinary General Assembly meeting may be called in at any time by the Board of Directors or at the request of one fifth (1/5) of the Active Association Members, Active Company Members and the Partner Company Members.

21.2.      Notification of a General Assembly is issued by e-mail or any other acceptable written means of communication at least thirty (30) calendar days before the date of the meeting. The agenda is arranged by the Board of Directors and must include proposals which have been put forward to the Board of Directors at least sixty (60) calendar days before the date of the General Assembly by at least one fifth (1/5) of the Active Association Members, Active Company Members and the Partner Company members. The final agenda and the supporting documents are sent to all Members at least thirty (30) calendar days before the date of the General Assembly meeting.

21.3.      General Assembly meetings may be held with or without physical location designated, as determined by the Board of Directors, as place of the meeting. The Members, the Managing Director and guests may attend the meeting in person. If technically possible and subject to prior agreement of the Board of Directors, they can also participate in the meeting via conference call, video conference, web-conference or by any another electronic means of communication which offers the possibility to said Members, to the Managing Director or to guests participating in the meeting (i) to hear each other at the same time, (ii) to speak to each other and (iii) as far as the Active Association Members, Active Company Members and the Partner Company Members, are concerned, to cast definitively although not simultaneously their vote on the agenda items. Any Member, guest or the Managing Director participating by such means shall be deemed present at such meeting.

21.4.      The President acts as Chairman of the General Assembly, unless otherwise decided by the General Assembly. The Vice-President or any other member of the Board of Directors chosen by the latter can replace him/her in his/her absence. The functions of the Secretary to the General Assembly are carried out by the Managing Director, or in his/her absence, by another person chosen by the Board of Directors.

21.5.      Further meeting rules of General Assembly and provisions regarding its convening formalities and the draft of the final agenda may be adopted in the Internal Rules.

Art. 22 –VOTING AND QUORUM

22.1.      Active Association Members and Active Company Members have a number of votes in proportion to their respective membership fee, namely one (1) vote per EUR 4000 membership fee (rounded off and adapted yearly in accordance with the Belgian Consumer Price Index). Each Active Association Member or Active Company Member cannot carry more than sixteen (16) votes.

Each Partner Company Member has one (1) vote.

Only Active Association Members, Active Company Members and Partner Company Members who have paid their membership fee for the year of the concerned General Assembly are entitled to vote. Payment must have been registered at least forty (40) calendar days before the date of the General Assembly meeting.

Supporting Members and those who are only DHC+ Members, as well as General Assembly guests do not have the right to vote.

22.2.      The General Assembly may only vote on items which are on the agenda.

22.3.      Active Association Members, Active Company Members or Partner Company Members can be represented at the General Assembly by each other by virtue of a written proxy to be sent previously to the Secretariat or handed over to the Secretary of the General Assembly. Each Active Association Member, Active Company Member or Partner Company Member may not represent more than one (1) absent Active Association Member, Active Company Member or Partner Company Member.

As an exception to the previous paragraph, a third party or a representative of an Active Association Member, Active Company Member or Partner Company Member may act on behalf of an unlimited number of Active Association Members, Active Company Members or Partner Company Members by virtue of a written proxy, if the Belgian law requires for the amendment of these statutes that the decisions of the General Assembly must be certified by a notarial deed.

22.4.      A General Assembly meeting shall be deemed validly constituted and has the quorum to resolve when at least one third (1/3) of the votes of the Active Association Members, Active Company Members and Partner Company Members are present, represented or participating remotely in the meeting.

If this quorum is not met, a second General Assembly is called for the same purpose in after at least a fortnight’s interval.

Definitive resolutions may then be adopted irrespective of the number of votes of the Active Association Members, Active Company Members and Partner Company Members present, represented or participating remotely in the meeting, but only in respect of items on the agenda submitted to the first General Assembly.

22.5.      Unless the Statutes or the Law of 27 June 1921 require another majority, resolutions are adopted by a simple majority of votes cast by the Active Association Members, Active Company Members and Partner Company Members present, represented or participating remotely in the meeting.

Abstentions, blank or invalid votes do not count in the calculation of the majority.

The following decisions of the General Assembly shall require a majority of two thirds (2/3) of the votes cast by the Association Members, Active Company Members and Partner Company Members present, represented or participating remotely in the meeting:

• amendment of these Statutes;
• suspension of activities;
• dissolution of Euroheat & Power;
• merging with other associations.

22.6.      By equality of votes the Chairman of the General Assembly gives the casting vote.

22.7.      If no other procedure is chosen by the General Assembly, the voting is performed by a show of voting cards or by electronic means in real time.

22.8.      Without prejudice to article 22.7 of these Statutes and subject to prior agreement of the Board of Directors, voting can also validly be done by electronic voting or voting by correspondence prior to the General Assembly meeting.

In such case, every electronic vote or vote by correspondence validly cast twenty-four (24) hours before the starting time of the General Assembly meeting is taken in consideration for the calculation of the quorum of attendance.

Electronic votes or votes by correspondence cast will remain valid for all items mentioned and covered by the agenda communicated according to article 21.2. of these Statutes.

If the proposal on which an electronic vote or a vote by correspondence had been cast is subsequently validly changed by the General Assembly during the meeting, the said electronic vote or vote by correspondence is considered as null and void, but the nullity of the vote will not challenge the calculation of the quorum of attendance.

22.9.      Upon request of the Board of Directors or in cases approved by the General Assembly a written decision-making procedure may be launched in which the General Assembly may vote in a ballot without personal meeting, i.e. by fax, by e-mail, by exchange of written letter.

The calling notice for written decision-making shall be sent together with the text of the proposal and all supporting documents for decision-making purposes at least six (6) calendar days before the deadline for voting.

The majority and quorum requirements and any other voting rules as outlined in the present section of these Statutes shall apply accordingly.

22.10. Further provisions on the decision-making process, the voting rights and procedure, the quorum and majority rules of the General Assembly may be adopted in the Internal Rules.

Art. 23 – MINUTES OF MEETING

23.1.      The minutes of the General Assembly meetings including a record of all decisions of the General Assembly shall be drawn up under the responsibility of and be signed by the Chairman and by the Secretary of the General Assembly.

A copy of the minutes of meeting shall be sent to all Members by electronic mail or by any other written means of communication, within twenty-one (21) calendar days of the meeting.

23.2.      The original minutes of the General Assembly have to be entered into a separate physical or electronic register, signed by the Chairman and the Secretary of the General Assembly and kept at the registered office of the Association where it must be made available to the Members for consultation.

Art. 24 – POWERS

24.1.      The Board of Directors shall act as a collegial body and is vested with the overall management and administration powers of the Association in accordance with the applicable laws, these Statutes and the decisions of the General Assembly. The Board of Directors sets the objectives and supervises the Association. It is invested with the powers needed to carry out or authorise without any exception or reserve, every proceeding and transaction allowed to Euroheat & Power provided that this does not infringe the prerogatives of the General Assembly.

In particular, the powers of the Board of Directors include, but are not limited to the following:

• to have full responsibility for the policy positions and to carry out, together with the Managing Director, the corresponding lobbying efforts;
• to prepare the General Assembly meetings;
• to act as preparatory body of the General Assembly for all election matters;
• to prepare the Association’s future strategy, work plans and budget for submission to the General Assembly;
• to implement the strategy and work plans approved by the General Assembly;
• to supervise that legal and financial requirements are met, including due fulfilment of accounting requirements and preparing of the annual accounts for approval by the General Assembly;
• to select, to appoint and to dismiss the Managing Director;
• to decide on the establishment, mandates and dissolution of Committees, Working Groups, Task Forces, Certification Boards or projects as well as to interact with and to supervise the decisions of the latter;
• to confirm, in case of dispute, uncertainty or where necessary for any other justified reason, the nomination of the members of the Committees, Working Groups, Task Forces and Certification Boards;
• to appoint, the Committee Chairperson, the Working Group Chairperson, the Task Force Chairperson and the Certification Board Chairperson following consultation with its respective members;
• to interact with and oversee the DHC+ Assembly and DHC+ Chairpersons and to dissolve the latter upon explicit request of the DHC+ Assembly;
• to allocate, where appropriate, a budget to the Committees, Working Groups, Task Forces, Certification Boards and to the DHC+ Technology Platform;
• to ratify Euroheat & Power documents for external use to the extent deemed appropriate;
• to decide upon any other matter or activity serving the purpose of the Association that has not specifically and explicitly allocated by these Statutes to another body of the Association.

24.2.      The Board of Directors may delegate specific management or representation powers of the Association regarding legal actions or legal acts involving the Association to one (1) or more members of the Board of Directors, to the Managing Director, to the President or to third parties. In this case, the scope of the delegated powers and the term of the mandate have to be specified.

24.3.      Without prejudice to article 24.2. of these Statutes, the Board of Directors delegates the day-to-day management powers of the Association, including authority to sign on behalf of the Association and powers of representation relating to such day-to-day management to the Managing Director of the Association.

Art. 25 – COMPOSITION

25.1.      The Board of Directors is composed of at least four (4) members including the President and the Vice-President.

The members of the Board of Directors are natural persons.

25.2.      The members of the Board of Directors are elected by the General Assembly. The candidates are nominated as follows:

• one (1) candidate and one (1) substitute nominated by each Active Association member. The candidates should preferably be high-level representatives of national associations or their members.
• three (3) candidates and three (3) substitutes nominated by the Companies’ Electoral Forum. The candidates should be representative of at least two (2) interest groups (manufacturers, utilities, consultants, etc.) among members of the Companies Electoral Forum.

The Board of Directors should have at least two (2) members from different countries.

25.3.      The members of the Board of Directors exercise their mandate for a duration of two (2) years. Any member of the Board of Directors may be re-elected.

25.4.      The President and Vice-President are elected by the General Assembly from among the members of the Board of Directors for a period of two (2) years. Neither the President nor Vice-President may serve more than two consecutive two year periods in his or her respective position.

25.5.      The mandate of a member of the Board of Directors shall end by (i) the death, the resignation or the legal disqualification of said member of the Board of Directors (ii) the revocation by the General Assembly or (iii) the expiration of their term.

Any member of the Board of Directors is free to resign at any moment by formally giving written notice at the registered office of the Association.

Resignation shall be presumed, if a member of the Board of Directors ceases his/her function within the Member of the Association by which he/she had been nominated in compliance with article 25.2. of these Statutes, whether he/she is employed or self-employed. In this case, the resignation shall take effect automatically upon receipt by the Managing Director of the written notification of termination of the function, which the respective Member is required to send without undue delay to the Managing Director.

25.6.      If a position in the Board of Directors becomes vacant, the position is filled by the substitute elected by the General Assembly in compliance with article 25.2. of these Statutes for the remainder of the term of office of his predecessor. If the same position becomes vacant again before the end of the initial term of office, the composition of the Board of Directors will remain unchanged until the first General Assembly meeting at which the General Assembly has the power to elect a new member of the Board of Directors for the remainder of the term of office of the substitute according to article 25.2 of these Statutes.

25.7.      Further provisions regarding the composition and the election of the Board of Directors may be adopted in the Internal Rules of the Association.

Art. 26 – REMUNERATION

26.1.      Unless specifically decided otherwise by the General Assembly, the members of the Board of Directors, including the President and Vice-President, perform their functions on a honorary basis.

Art. 27 – MEETING RULES

27.1.      The meetings of the Board of Directors are called in by the President or at the request of more than one third (1/3) of the members of the Board of Directors as frequently as the interests of the Association require, at least three (3) times a year.

27.2.      The invitation to attend the meetings of the Board of Directors, including, the time and place of the meeting, the agenda and the relevant documents, shall be sent by the Managing Director to the members of the Board of Directors, at least fourteen (14) calendar days before the date of the meeting. The invitation shall be sent by mail, e-mail or any other written means of communication. Members of the Board of Directors are entitled to propose agenda items at least seven (7) calendar days before the meeting. The agenda will be approved by the Board of Directors at the beginning of each meeting.

27.3.      The meetings of the Board of Directors are chaired by the President, the Vice-President or their substitute in that order.

27.4.      Subject to the provision and limitations stipulated in these Statutes or in the Internal Rules of the Association, the Managing Director and guests may be invited by the president or the Board of Directors to attend the meetings of the Board of Directors.

Where necessary, staff members of the Association may attend the Board meeting.

27.5.      Meetings of the Board of Directors are held with or without physical location designated as place of the meeting. Members of the Board of Directors, the Managing Director, guests or staff members may attend the meeting in person. They may also participate in the meeting via conference call, video conference web-conference or by any other electronic means which offer the possibility to the members of the Board of Directors, to the Managing Director, to the guests or staff members participating in the meeting (i) to hear each other at the same time, (ii) to speak to each other and (iii) as far as members of the Board of Directors are concerned, to cast definitively although not simultaneously their vote on the agenda items. Any Member of the Board of Directors, the Managing Director, guests or staff members participating by such means shall be deemed present at such meeting.

27.6.      Further meeting rules of the Board of Directors and provisions regarding its convening formalities may be adopted in the Internal Rules.

Art. 28. – VOTING AND QUORUM

28.1.      Each member of the Board of Directors shall have one (1) vote.

28.2.      The Managing Director, guests or the staff members may attend the meeting of the Board of Directors without the right to vote.

28.3.      A member of the Board of Directors who is unable to attend meeting of the Board of Directors should be represented by his/her permanent substitute.

28.4.      The Board of Directors will be deemed validly constituted and has the quorum to take a decision if at least one third (1/3) of the members of the Board of Directors are present, represented or participating remotely in the meeting.

28.5.      The Board of Directors shall take its decisions by a simple majority of the votes of the members of the Board of Directors present, represented or participating remotely in the meeting.

Abstentions, blank or invalid vote do not count in the calculation of the majority.

In case of equality of votes, the chairman of the meeting gives the casting vote.

28.6.      Voting can be done by show of hand or by electronic means in real time.

28.7.      No decision can be taken on an item, which does not appear on the circulated agenda.

28.8.      If a decision cannot be deferred until the following meeting of the Board of Directors, a written decision making procedure may be launched in which the Board of Directors may vote in a ballot without personal meeting, i.e. by fax, by email or by exchange of written letter.

The calling notice for the written decision-making shall be sent together with the text of the proposal and all supporting documents to all members of the Board of Directors at least six (6) calendar days before the deadline for voting. The vote shall only be valid if at least one third (1/3) of the members of the Board of Directors  have sent a reply.

The majority and quorum requirements and any other voting rules as outlined in the present section of these Statutes shall apply accordingly.

28.9       Further provisions on the decision-making process, the voting rights and procedure, the quorum and majority rules of the Board of Directors may be adopted in the Internal Rules.

Art. 29. – MINUTES OF MEETING

29.1.      The minutes of the Board of Directors, including a record of all resolutions of the Board of Directors shall be drawn up under the responsibility of and signed by the President and Managing Director.

A copy of the minutes of the meeting shall be sent to all members of the Board of Directors by post mail, e-mail or by any other means of communication within fifteen (15) calendar days of the meeting.

29.2.      The original minutes have to be entered into a separate electronic or physical register, signed by the President and the Managing Director and kept at the head office of the Association, where the members of the Board of Directors and Members may consult these.

Art. 30 – COMPOSITION, ROLE AND RESPONSABILITIES

30.1.      The Companies’ Electoral Forum consists of all Active Company Members and Partner Company Members in the terms of articles 7 and 8 of these Statutes.

30.2.      The Companies’ Electoral Forum nominates three (3) candidates and three (3) substitutes for election to the Board of Directors, representing at least two (2) interest groups (manufacturers, utilities, consultants, etc.) among the representatives of the members of the Companies Electoral Forum.

Art. 31 – ROLE AND RESPONSABILITIES

31.1.      DHC+ is the Association’s hub for research and innovation in district heating and cooling. It is aimed at shaping the future District Energy sector and at large the heating and cooling and energy system by innovating, sharing knowledge and advocating for sustainable future.

In particular, the key responsibilities of DHC+ shall include:

• shaping and driving knowledge and innovation for the future District Energy sector ;
• promoting and facilitating networking, matchmaking, visibility and business development opportunities for the DHC+ Members;
• enabling and creating more education and training opportunities in district energy;
• advocating for district energy research policy and supporting the advocacy efforts of the Association with a scientific based approach; and
• communicating on innovation and knowledge in the District Energy sector.

Art. 32 – DHC+ GOVERNANCE

32.1.      DHC+ is governed by (i) the DHC+ Assembly, (ii) the DHC+ Chairpersons and (iii) the DHC+ Secretariat and is ultimately answerable to the Board of Directors.

32.2.      The DHC+ Assembly shall consist of all DHC+ Members, irrespective whether they opted in for DHC+ membership only or for combining DHC+ membership with another membership category of the Association as stipulated in article 5.2. of these Statutes.

The DHC+ Assembly is the main governing and decision making body for the DHC+ Technology Platform.

32.3.      The DHC+ Chairpersons shall consist of the DHC+ Chairperson and two (2) Vice-Chairpersons who are appointed and elected by the DHC+ Assembly among the representatives of the DHC+ Members for a period of three (3) years, renewable once.

The DHC+ Chairpersons provide strategic advice and guidance to the DHC+ Secretariat. Their role is to manage, represent and promote DHC+ towards third parties.

32.4.      The DHC+Chairpersons may decide to set up DHC+ working groups in the form of DHC+    task forces or DHC+ Projects composed of representatives of DHC+ Members.

32.5.      The DHC+ Secretariat acts as coordinator of the work of the DHC+ Technology Platform and supports the DHC+ Assembly and the DHC+ Chairpersons in carrying out their activities.

32.6.      Further provisions regarding the role, the composition, the functioning and the meeting rules of the DHC+ may be laid down in [the DHC+ Operating Rules].

Art. 33 – ROLE AND RESPONSIBILITIES

33.1.      The Board of Directors shall establish Committees for advisory purposes that assist it by guiding the preparation of materials or dedicated content in relation to a specific policy or field of activity of the Association.

In particular, the key responsibilities of a Committee shall include:

• developing an annual work programme which is aligned with the Associations’ strategy, within the Committee’s role;
• providing guidance and recommendations to the Board of Directors on matters related to Committee’s role; and
• investigating, or causing to be investigated, any activity within its role and make any recommendations which it deems appropriate on any area where action or improvement is needed.

Art. 34 – COMPOSITION

34.1.      A Committee shall consist of at least three (3) members. Each Active Association Member, Active Company Member or Partner Company Member can respectively appoint one (1) representative as Committee member, with the exception of the Energy Policy Committee which is open exclusively to representatives of Active Association or Active Company Members.

34.2.      The Committee is steered by a chairperson and a vice-chairperson who are appointed by the Board of Directors following consultation with its respective Committee members for a term of (2) years, renewable to a maximum of two (2) terms.

34.3.      Further provisions regarding the role, the composition, the functioning and the meeting rules         of the Committees may be laid down in the Operating Rules of the respective Committee.

Art. 35 – ROLE AND RESPONSIBILITIES

35.1.      The Board of Directors shall establish Working Groups that focus on specific key areas within the District Energy sector.

In particular, the key responsibilities of a Working Group shall include:

• collecting, discussing and comparing statistical data on the specific key area attributed to the Working Group;
• defining a pool of experts;
• providing expert knowledge on the specific key area attributed to the Working Group;
• promoting the topics of the Working Group;
• identifying research priorities and/or partners; and
• flagging policy initiatives.

Art. 36 – COMPOSITION

36.1.      A Working Group shall consist of at least three (3) members.  Each Active Association Member, Active Company Member or Partner Company Member can appoint one (1) representative as Working Group member.

36.2.      A Working Group is steered by a chairperson, who is appointed by the Board of Directors following consultation with its respective Working Group members for a term of two (2) years, renewable to a maximum of three (3) terms.

36.3.      Further provisions regarding the role, the composition, the functioning and the meeting rules of the Working Groups may be laid down in the Operating Rules of the respective Working Group.

Art. 37 – TASK FORCES

37.1.      The Board of Directors shall set-up Task Forces that will work on a specific topic of the Association for a limited period of time.

37.2.      A Task Force shall consist of at least three (3) members.  Each Active Association Member, Active Company Member or Partner Company Member can appoint one (1) representative as a Task Force member.

37.3.      A Task Force is steered by a chairperson, who is appointed by the Board of Directors following consultation with its respective Task Force members for a term of two (2) years, renewable to a maximum of three (3) terms.

37.4.      Further provisions regarding the role, the composition, the functioning and the meeting rules of the Task Forces may be laid down in the Operating Rules of the respective Task Force.

Art. 38 – CERTIFICATION BOARDS

38.1.      The Board of Directors shall establish Certification Boards that will introduce and monitor European-wide certification procedures for DHC equipment and fittings.

38.2.      A Certification Board shall consist of at least three (3) members. Only Active Association Members can appoint one (1) representative as Certification Board member  confirmed subsequently by the Board of the Directors.

38.3.      Certification Boards shall be coordinated by the Secretariat and have no dedicated chairperson.

38.4.      Further provisions regarding the role, the composition, the functioning and the meeting rules of the Certification Boards may be laid down in the Operating Rules of the Certification Boards.

Art. 39 – MANAGING DIRECTOR

39.1.      The Managing Director is appointed for a period of one (1) year renewable by the Board of Directors.

If the Managing Director is a natural person, the mandate of the Managing Director shall end by the death, the resignation or the legal disqualification of the Managing Director, his/her dismissal by the Board of Directors or the expiration of its term. If the Managing Director is a legal entity, its mandate shall end by bankruptcy, insolvency, judicial reorganisation, liquidation or dissolution of the legal entity, the resignation, its dismissal by the Board of Directors or the expiration of its term.

If the Managing Director is prevented by circumstances beyond her/his control from fulfilling his/her position, the Board of Directors takes back the day-to-day management powers and may appoint an Interim Director to exercise the day-to-day management powers until he/she is back in his position.

39.2.      The Managing Director heads the Secretariat and is entrusted with the day-to-day management of the Association. He/she represents the Association as regards third parties with respect to all matters of the day-to-day management.

The Managing Director shall be responsible for any other specific management or representation powers beyond said day-to-day management powers regarding legal actions or legal acts involving the Association delegated to her/him according to article 24.2. of these Statutes.

The Managing Director functions as secretary for the General Assembly and the Board of Directors. He/She participates in all meetings of the General Assembly and the Board of Directors.

The Managing Director also assumes the function of the treasurer, unless decided otherwise by the Board of Directors.

39.3       The Managing Director shall be authorised to sub-delegate, under her/his own responsibility, one or more powers delegated to him/her falling within the scope of the day-to-day management or within the scope of the specific management or representation powers going beyond said day-to-day management within the limitations set out in the these Statutes, the Internal Rules or the     relevant delegation of powers. Sub-delegation of powers may be done to a staff member of the Association or to third parties.

Art. 40 – SECRETARIAT

40.1.      Under the authority and direction of the Managing Director, the Secretariat including the DHC+ Secretariat supports the bodies of the Association with the administrative day-to-day management and is responsible for the fulfilment of all of the administrative work of the Association.

Art. 41 – REPRESENTATION

41.1.      Unless otherwise stipulated in these Statutes and without prejudice to articles 24.2, 24.3 and 39.2.of these Statutes, the Association is validly represented with respect to all legal acts towards third parties (i) by the Board of Directors or (ii) by the President and the Vice-President jointly who will not have to justify to third parties the powers conferred to this end.

41.2.      The Association shall be validly represented in all legal actions or arbitration, as plaintiff or defendant before courts, tribunals, or other jurisdictions by the President alone or by the Managing Director alone.

Art. 42 – INTERNAL AUDIT

42.1.      The General Assembly elects two (2) auditors for a period of two (2) years.

The auditors control the accounts and submit an auditing report in writing to the Board of Directors for the attention of the General Assembly in charge of approval of the annual accounts.

Art. 43 – AUDIT REQUIRED BY LAW

43.1.      Without prejudice to the General Assemblies right to proceed to an internal audit according to article 42 of these Statutes or to determine any other kind of internal auditing procedure, the annual accounts of the Association shall be audited by one (1) or several independent external statutory auditors, if required by law.

Art. 44.  –  DISSOLUTION

44.1.      In the case of voluntary dissolution of the Association, the General Assembly shall decide in the resolution of dissolution on the modalities of liquidation, appoint two (2) or several liquidators and determine their powers, among others with the instruction to proceed with the liquidation of the assets of the Association and with all authority necessary for the realisation of assets and for the settlement of debts.

The General Assembly shall also determine the allocation of the net assets of the Association.

44.2.      In all cases of voluntary or judicial dissolutions, the net assets of the dissolved Association after liquidation may only be allocated to a legally incorporated legal entity that either pursues a similar purpose to the purpose pursued by the Association, or at least a not-for- profit purpose.

Art. 45.  – INTERNAL RULES – OPERATING RULES

45.1.      Internal Rules compatible with the provisions of these Statutes may be drawn up by the Managing Director and adopted by the Board of Directors in order to implement and further detail these Statutes as well as to facilitate the regulation and the management of the Association.

Internal Rules are published and available to all Members on the intranet of the Association.

45.2.      Operating Rules may be drawn up by the Managing Director and adopted by the Board of Directors in order to further detail these Statutes and the Internal Rules to facilitate the effective and operational functioning of the bodies, Committees, Working Groups, Task Forces and Certification Boards of the Association and their management.

Art. 46  –  HIERARCHY OF NORMS

46.1.      The following hierarchy of norms applies within the Association:

• Statutes;
• Internal Rules;
• Operating Rules.

46.2.      In the case of any contradiction between two (2) or more norms of the Association of a different level, the norm mentioned in the higher level shall prevail over the norm mentioned in the lower level of the above mentioned hierarchy of norms.

46.3.      In the case of any contradiction between two (2) or more norms of the Association of the same level, the most recently adopted norm shall prevail over any formerly adopted norm.

Art. 47 – USE OF TRADEMARKS

47.1.      The Trademarks of the Association can be used by the Members provided that (i) they do not use it for commercial ends and that (ii) the corporate identity is fully respected.

47.2.      In case of misuse of the Trademarks, the Association, through its Managing Director, has the right to require a Member to refrain from using or to deny a Member the right to use the these Trademarks.

Art. 48 – WORKING LANGUAGE

48.1.      The working language of the Association is English.

The language used for the official documents and relations with Belgian national authorities shall be French. In case of dispute relating to the Statutes, the official published French version shall prevail. Towards third parties the official published French version is the only relevant version.

Art. 49 – GOVERNING LAW- JURISDICTION

49.1.      The legal place of business of the Association is Brussels, (Belgium).

49.2.      Anything that is not explicitly provided for in these Statutes and the publications to be made in the Annexes of the Belgian State Gazette, shall be regulated according to Title III of the Belgian Law of 27 June 1921.

49.3.      Any dispute in connection with these Statutes, the Internal Rules, the policies of the Association and/or any decision of one of the bodies of the Association shall be governed by Belgian law and shall be brought to the competent Brussels Court (Belgium).