About ETICS

SECTION 1

STATUTES of ETICS

 

CHAPTER 1

Name, registered office, purpose and duration

Article 1

An international not-for-profit association is constituted and is called “European Testing, Inspection and Certification System”, in French “Système Européen d’Essai, d’inspection et de Certification“, abbreviated as “ETICS”.

All the deeds, invoices, announcements, publications and other documents issued by the international not-for-profit association must mention its name, immediately preceded or followed by the words “international not-for-profit association” or the initials “AISBL”, together with the address of its registered office.

This Association is governed by Belgian law and in particular by (i) the Law of twenty-seventh June nineteen hundred and twenty-one concerning not-for-profit associations and public utility establishments, as modified in particular by the Law of second May two thousand and two on not-for-profit associations, international not-for-profit associations and foundations, and by the Laws of sixteenth January and twenty-second December two thousand and three, (ii) these Articles of Association and (iii) its internal regulations (hereinafter called “the Law”).

Article 2

The Association’s registered office is established at Rue des Deux Églises, 29, 1000 Brussels.

It can be transferred to any other place in Belgium on the simple decision of its governing entity.

Any transfer of the registered office necessitates a notification to the Records Office of the Commercial Court of the place where the Association’s registered office is located and will have to be published in the appendices to the Moniteur Belge. If the transfer occurs in the Flemish Region, the Articles of Association will also have to be translated into Dutch and published in the appendices to the Moniteur Belge.

Article 3

The purpose of the Association, which is not intended to be profit-making, is to administer the schemes assessing third party conformity of products falling under the electrotechnical sector but also in other fields which may be associated with inspection tests and the certification of products and people.

Its main activity is to facilitate the access to the European market for products certified by independent third party organisations, thus guaranteeing the safety and quality of products and equipment for consumers.

To achieve its mission, the Association has the following aims:

-      To coordinate the services provided by the members in the field of testing, inspection and certification of products before they are being placed on the market.

-     To organise expert training courses in the field of testing, inspection and certification, in order to ensure that European standards are applied in a harmonised way.

-        To publish and administrate the certificates issued by the members in a centralised database, which is available and accessible to consumers.

-        To publish and administrate the documents specifying the methods of how to carry out harmonised testing.

-        To participate in the technical meetings of CENELEC in order to contribute to the development of European standards.

-    To participate in the technical meetings of the European Commission, thereby promoting independent third party certification as an alternative to the simple CE marking.

-    To facilitate certification activities of its members by creating various common marks, licenses, certificates, quality labels and authorisations, as well as by providing common administrative and secretarial services;

-        To promote third party certification based on European standards, and to respond to the need to provide feedback from certification to standardisation bodies;

-        To ensure openness and transparency in the European certification schemes in which its members participate, and to maintain a code of ethics during these certification activities;

-    To protect the interests of the participants in the European certification schemes, while taking the interests of industry, users and consumers into account;

-     To monitor in the market the use of schemes and marks, which are subject to licenses  granted by the association;

-      To ensure the coordination between European certification schemes and international schemes in the interest of the European industry.

-       And, in general, to achieve all objectives defined by the General Assembly and to carry out all acts or operations, which may benefit the trade of products, which have been found to meet the safety and energy efficiency requirements.

This field of activity may be extended on the decision of the General Assembly.

The Association may carry out all acts or operations as well as to adopt all measures likely to contribute to the achievement of its declared purpose and particularly to the cooperation between its members.

The Association is a not-for-profit entity. It may not undertake any action which might compete with the activities of one or more of its members.

It may carry out all acts which are directly or indirectly related to its purpose or which could lead to or facilitate the development of its achievement. In particular, it may give its assistance to and take an interest in any association, company or entity with a similar activity or which could assist the achievement or development of its purpose.

The Association may initiate legal proceedings in exceptional circumstances.

Its governing body is qualified to interpret the company purpose.

Article 3bis

The documents issued by the Association may be written and presented wholly in the national language of each member.

Article 4

The Association is constituted for an indefinite duration. It can be dissolved at any time.

CHAPTER 2

Members

Article 5

The Association is made up of certification entities established principally in European countries which, in turn, are legal entities constituted in accordance with the laws of their countries of origin in the fields of activity referred to in Article 3 above.

Article 6

Any member who ceases to hold the qualification required in Article 5 above also ipso facto ceases to be a member of the Association.

Article 7

The signatories of these Articles of Association are full members of the Association.

On the approval of the Association’s general meeting, the certification entities which fulfil the definition set out in Article 5 of these Articles of Association may be admitted as full members.

Applications for membership must be sent to the Association’s secretariat.

Any application for membership implies full and complete acceptance of the Association’s Articles of Association as well as its rules and all the resolutions adopted by its decision-making bodies.

When issuing its decision on the acceptance of an application for membership, the general meeting must state the reasons for its decision, that decision being definitive.

Article 8

Any member may leave the Association by so informing the Secretary General and CEO in writing. If the said notification occurs during the first half of the financial year it will not come into effect until the end of that financial year. Notifications of a departure from the Association received during the second half of the financial year do not come into effect until the end of the following financial year.

Any member who leaves the Association must honour all his/her obligations to the Association until his/her departure comes into effect in accordance with the preceding provisions.

Members who have left the Association lose any right to the Association’s assets.

Members who leave the Association, regardless of their reason, also cease to be entitled to any of its assets.

When, in the case of non-payment of the full annual contribution of a member, the corresponding notice to pay is served on him/her by the General Secretariat and produces no effect, he/she is deemed to have left the Association. If the departure takes place during the first half of the financial year, the Association is entitled to claim payment of the contributions due until the date when the departure comes into effect, as well as a sum equal to the contribution due until the end of the current financial year.

If the departure takes place during the second half of the financial year, the Association is entitled to claim payment of the contributions due until the date when the departure comes into effect, as well as a sum equal to the contribution due until the end of the current financial year.

Article 9

Members can be excluded from the Association only for serious reasons and only once the decision to exclude them has been adopted by a majority of two thirds of the members of the General Assembly.

On the proposal of the Board of Directors, the President or Vice-President invites the member concerned to defend itself. The invitation is sent by registered post at least two weeks before the General Assembly at which the question is to be raised.

The exclusion takes effect on the date fixed by the General Assembly. The rights and obligations of the excluded member, and particularly his/her financial obligations to the Association, are the same as those of a member who has left the Association.

Article 10

The Association includes full members, associate members and observers.

The certification bodies are legal entities constituted according to the laws of their countries of origin which are considered representative of one or more of the fields of activity defined in Article 3 of these Articles of Association and which are accepted as such by the General Assembly in accordance with Articles 5 and 7 of these Articles of Association.

Full members:

Full members are exclusively certification entities established in countries where the European standards (EN) have been adopted.

Associate members:

Associate members are certification entities established in countries wishing to adopt the  conformity assessment schemes administered by ETICS and recognising those schemes nationally by allowing access to markets in those countries.

Observers:

These are entities such as unions of manufacturers, consumers’ associations, buyers’ associations and retailers, small and medium-sized companies and all other international associations and organisations interested in third party conformity assessment schemes.

Only full members have the right to vote at General Assembly. Associate members and observers can attend general meetings without the right to vote.

CHAPTER 3

General Assembly

Article 11

The General Assembly is called by its President or by the Secretary General and CEO. It meets at least once a year in the place and on the date fixed by the person who called it. It can also be called at the request of one third of its members. Notices of General Assemblies are sent to the members at least six weeks beforehand, except in the case of extraordinary meetings for which three weeks’ notice suffices.

Each member is represented at the general meeting by a delegate bearing full powers (chairmen, directors and/or other legal representatives of the members). Each member has one vote.

Article 12

The General Assembly has the following particular powers:

-         Admission and exclusion of members.

-     Acceptance of reports concerning the activities of the Board of Directors over the past year.

-  Granting acknowledgement to the members of the Board of Directors for their administration and financial management during the past financial year.

-        Approving the principal policies to be followed by the members of ETICS, based on the recommendations of the Board of Directors.

-       Approving or rejecting the budget and contributions for the coming financial year, on the proposal of the Board of Directors.

-        Appointing and dismissing the Secretary General and CEO.

-        Adopting the Association’s rules on the proposal of the Board of Directors.

The agenda of the General Assembly is drawn up by the Secretary General and CEO on the proposal of the Board of Directors. It must include all the wishes and proposals presented.

All the decisions of the general meeting, particularly those fixing the amount of the contributions of the members intended to cover the Association’s expenses, are binding on all the members.

Without prejudice to the provisions of Articles 9 and 15, the decisions of the General Assembly are valid only if at least half the members of the Association are present. Each member can be represented at General Assemblies by another member bearing a power of attorney. However, the maximum number of powers of attorney held by a single member is limited to two.

Without prejudice to the provisions of Article 9, the members present adopt decisions by a two-thirds majority, abstentions not being taken into account.

However, when a question concerns exclusively one of the conformity assessment schemes administered by ETICS – ENEC, for example – only the members concerned because of their participation in that scheme make the corresponding decisions. The other members of ETICS then do not participate in the vote.

Subject to the provisions of Article 24, the General Assembly may modify the Association’s Articles of Association and pronounce its dissolution or its membership of other international entities.

The General Assembly elects a President and a Vice-President from among its members for three years with the possibility of their re-election once. The decisions of the General Assembly must be recorded in a register kept at the Association’s registered office.

CHAPTER 4

Board of Directors

Article 13

The Board of Directors is convened by its President or by the Secretary General and CEO. It meets at least twice a year at the place and on the date fixed by the person who called it.

Subject to the conditions set out in this chapter, the number of members, the way they are elected and the installation of the Board of Directors are established in the Association’s internal regulations.

However, the following people are automatically members of the Board of Directors:

• The President of ETICS;

• The Vice-President of ETICS;

• The chairman of the compliance assessment systems administered by ETICS;

• The Secretary General and CEO, who does not have a voting right.

Article 14

Subject to the provisions of Article 13 of these Articles of Association, the Association is managed by a Board of Directors whose members are elected from among the full members for three years. The mandate of the members of the Board of Directors is limited to three years, unless their function on the Board changes or, in principle, if their mandate was interrupted for at least three years.

When, in the course of his/her mandate, a member of the Board of Directors ceases the functions he/she used to occupy in the association when he/she was elected, he/she is deemed to have resigned from his/her duties on the Board of Directors.

If a member of the Board of Directors is unable to complete his/her mandate, the General Assembly proceeds to appoint a new member of the Board of Directors to replace the departing member for the remainder of his/her mandate.

The minimum number of members of the Board of Directors is six (6) and the maximum is twelve (12). The number of members of the Board of Directors cannot exceed the number of members of the Association minus one.

Article 15

Powers and obligations of the Board of Directors

The Board of Directors is in charge of the Association’s administration and the management of all its activities.

To that end, the Board of Directors has the broadest managerial powers and particularly the right to proceed with all administrative acts and procedures and to make any other necessary arrangement.

In particular, it is responsible for the following tasks:

-   Preparing the main guidelines of the annual work programme of ETICS to be submitted for the approval of the General Assembly.

-        Formulating recommendations to the General Assembly concerning applications for membership.

-    Carry out all administrative acts and procedures, particularly as regards judicial procedures. 

-        Deciding on any political and administrative questions which may be put to it by the steering committees, horizontal working parties or the Secretary General and CEO, provided that such questions are compatible with the guidelines accepted by the General Assembly.

-       Undertaking financial management and the preparation of budgets, including matters concerning contributions, to be submitted to the approval of the General Assembly, and monitoring expenditure.

-        Creating and dissolving working parties.

If a member of the Board of Directors is unable to attend one of its meetings, he/she may either take part by conference call or appoint a representative from among the Board itself who will be invested with full powers to act in his/her name and on his/her behalf. However, no one member of the Board of Directors may hold more than one power of attorney.

Article 16

The Board of Directors can act only if at least half its members are present or represented.

All the decisions of the Board of Directors must be adopted by a majority of at least two thirds of the votes cast by its members, abstentions not being taken into account. Each member of the Board of Directors has one vote.

The decisions of the Board of Directors are recorded in a register kept at the Association’s registered office.

Article 17

The acts binding the Association are valid only if they are signed by the President and the Secretary General and CEOC. However, acts of daily management are valid with the signature of the Secretary General and CEO only.

All judicial proceedings, whether as plaintiff or defendant, are conducted in the name and on behalf of the Association by its Board of Directors, represented by its President, its Vice-President, the Secretary General and CEO or any other person appointed to that effect by the Board of Directors.

CHAPTER 5

Secretary General and CEO

Article 18

The Secretary General and CEO is appointed by the General Assembly which can also dismiss him/her on a decision made by the two-thirds majority of the members present or represented, in accordance with the provisions of Belgian legislation.

The Secretary General and CEO is entrusted with the executive functions of ETICS and the conformity assessment schemes administered by the Association.

He/she is responsible for running the Association’s secretariat. He/she takes charge of the Association’s management in accordance with the general guidelines established by the Board of Directors. He/she operates under the supervision of the Board of Directors.

CHAPTER 6

Auditor

Article 19

The Board of Directors may have the accounts checked by an independent auditor.

CHAPTER 7

Steering Committees, Task Forces, Working Groups, Sub-Working Groups

Article 20

The Board of Directors may set up Steering Committees, Task Forces, Working Groups and Sub-Working Groups  It defines their structure, subject and methods, taking the following points into account: they must have a consultative role and cannot in any way encroach on the rights of the General Assembly and of the Board of Directors.

Article 21

ETICS has the following three permanent Steering Committees:

-        The Technical Policy Committee (TPC);

-        The Operational Staff Meetings Policy Steering Committee (OSM-PC);

-       The Peer Assessment Policy Committee (PAPC), entrusted with the evaluation of the results of the Peer Assessments.

Other Steering Committees may also be formed on the initiative of the Board of Directors.

The steering committees comprise member certification entities (hereinafter called “OCs”). Each steering committee appoints a chairman who organises its work. The secretariat of ETICS undertakes the secretarial work of the said committees. The steering committees handle matters relating to their own activities.

Article 22

The Board of Directors may also form and dissolve working groups and sub-groups as well as Task Forces concerning any question of pertinence to the Association’s purpose.

The working groups work horizontally on matters of interest to the industrial segment concerned in the context of the ETICS programmes.

Each Working Group appoints a manager who will organise its work.

The Task Forces, Working Groups and sub-Working Groups  are entrusted with matters of special interest to the industrial segment concerned in the context of the conformity assessment schemes administered by ETICS.

Article 23

The structure, tasks and working methods of these Steering Committees, Task Forces, Working Groups and sub-Working Groups are defined in detail in the relevant Permanent and Operational Documents.

CHAPTER 8

Modification of the Articles of Association and dissolution

Article 24

On the proposal of the Board of Directors, the General Assembly may modify the Articles of Association, pronounce the Association’s dissolution, its membership of any other international body or its withdrawal from an international body.

The modifications to the Association’s Articles of Association and its dissolution are decided by the majority of two thirds of the votes of the members present or represented at the general meeting called for that purpose.

However, the Association’s dissolution can be pronounced only if at least three quarters of the members are present or represented.

Any modification to the Articles of Association must be submitted for the approval of the Ministry of Justice and be published in the appendices of the Moniteur Belge.

Article 25

If the Association is dissolved, the General Assembly must appoint one or more liquidators and decide how the net assets of the Association will be shared. After the Association’s dissolution, the General Assembly assigns its net assets to a not-for-profit entity with a purpose similar or close to that of ETICS.

On the proposal of the Board of Directors, the General Assembly determines the sharing of the expenses and responsibilities, resulting from the dissolution, among the members of the Association.

CHAPTER 9

Budgets and accounts

Article 26

The company year begins on the first of January of each year and ends on the following thirty-first of December.

As an exception, the first financial year will begin today and end on the thirty-first of December two thousand and sixteen.

Article 27

The accounts of the past financial year and the budget for the following year will be produced annually by the ETICS Secretariat which will submit them each year for the approval by the General Assembly at its next meeting.

Article 28

Without prejudice to Article 53, § 5, of the Law, the Board of Directors  may appoint an auditor, who need not be a member, to check the Association’s accounts and present an annual report to it.

It will determine the duration of the auditor’s mandate and the amount of his/her remuneration, if any.

CHAPTER 10

Miscellaneous

Article 29

On the proposal of the Board of Directors, the General Assembly can adopt one or more regulations binding all its members. Those regulations are added to the Articles of Association but do not therefore in any way contradict the provisions of those articles.

Article 30

Any matters not covered in these Articles of Association or any provision adopted in application of them are governed according to Belgian legislation.

Jurisdiction is specifically assigned to the courts of the judicial district of Brussels in the case of any dispute.

SECTION 2

ETICS is the European Testing, Inspection and Certification System aiming at to administer the ENEC Scheme and other conformity assessment Schemes such as the CCA, HAR, and other Schemes such as LOVAG…soon.

ETICS is an international non-profit Organisation, governed by the Belgian law.

The purpose of the ETICS, a not-for-profit association, is the administration of evaluation systems for third party compliance carried out within the electrotechnical sector, and also in other areas that are associated with inspection, testing and product certification, as well as certifying personnel.

Its main activity is to facilitate access to the European market for certified products by third party and independent organisations and in this way to guarantee the safety and good quality of products and equipment to consumers.

To successfully complete its mission, this Association’s task is to:

  • Coordinate services supplied by the Members in relation to product testing, inspection and certification before being placed on the market.
  • Organise training courses for teams of experts for testing, inspection and certification in order to ensure the standardised application of European standards.
  • Publish and administrate documents specifying the methods for conducting standardised testing.° Publish and administrate compliance evaluation systems certificates produced by the Members in a centralised database, available and accessible to consumers.
  • Participate in CENELEC technical meetings in order to contribute to the development of European standards.
  • Participate in European Commission technical meetings and in this way promote an alternative to simple CE marking, independent third party certification.
  • Facilitate the certification of its members by producing different collective marks, licences, certificates, quality and approval labels, as well as providing common administration and secretarial services;
  • Promote certification by third parties based on European standards, and to respond to requests for feedback from certification to standardisation;
  • Ensure openness and transparency of the European certification systems in which its members participate, and to maintain an ethical code in its certification activities;
  • Protect the interests of participating European certification systems, while taking into account the interests of industry, users and consumers;
  • Monitor the use of systems or marks on the market whose licences were issued by the Association;
  • Ensure coordination between European certification systems and international systems, in the interests of European industry.
  • And, in general, to fulfil all objectives defined by the general meeting and accomplish all actions or operations that may benefit the marketing of products meeting safety and energy efficiency requirements.
  • This field of activity may be expanded by a decision of the general meeting.

The Association may carry out all actions and operations, and in this way adopt all measures, likely to contribute to fulfilling its declared purpose, and in particular cooperation between its members.

The Association is a not-for-profit entity. It may not take any action likely to impact on the competitive advantage of one or more of its members.

It may fulfil all actions in direct or indirect relation to its purpose, leading to its development or facilitating its completion. In particular, it may assist and take an interest in any association, company or body carrying out similar activities or being able to support the fulfilment or development of its purpose.

SECTION 3

ORGANISATION CHART