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I. Name, Seat and Purpose

Article 1 - Name and Seat

An Association by the name of "EURALARM Association of the European Fire and Security Industry" shall be called into existence in accordance with Article 60 and seq. of the Swiss Civil Code.

This Association shall be composed of 3 distinct Sections:

• EURALARMFire Section
• EURALARMSecurity Section
• EURALARMService Section

The legal domicile of the Association shall be Zug (Switzerland).

Article 2 - Purpose

The purpose of EURALARM shall be:

1. to represent and promote at an European and international level the interests of European electronic fire safety and security industry i.e.
   • Manufacturers of products / systems,
   • Fire & security system service providers such as designers, installers and maintainers
   , in fields of activities such as:
   • Fire Safety for example:
     • detection,
     • annunciation, notification,
     • evacuation
     • Extinguishing controls
     • Smoke and Heat ventilation…
   • Security for example:
     • Intrusion and Hold-up Alarms
     • Access Control
     • Video Surveillance
   • Social alarms
   • Alarm Transmission
   • Alarm Receiving Centres
   
   and
2. to influence the European market conditions to the benefit of the members, in par­ticular in the field of economic policy and technology, by such activities as:
   • representation of the members in international organizations
   • exchange of information in accordance to the code of conduct between the members and the related associa­tions / organisations,
   • support and influence of national and international organizations in the preparation of standards, directives and recommendations,
   • promotion of appropriate testing and approval regulations,
   • assistance in the elimination of technical trade barriers,
   • initiation and support of the development of science and technology in the relevant business-fields,
   • Market-investigation and -development.
   • organisation of seminars and workshops

EURALARM is a non-profit making organization pursuing high ethical standards as stated in the Code of Conduct (not part of these statutes) and having no anti trust purpose.

II. Membership

Article 3 - Acquisition

Membership in accordance with Article 2 may be applied for

1. by the trade associations registered in European countries;
2. by individual European companies registered in the geography of Europe and fulfilling the following criteria's:
   • pays membership-fee and provides people for the Euralarm Committees
   • perspective for a longterm relationship
   • member of at least one Trade Association already member of Euralarm

Applications for membership in one of the sections shall be submitted in writing to the General Secretariat. Admission to membership shall be decided upon by the Euralarm Board. All these decisions shall be taken in accordance with Article 8 paragraph 6/7 of these Statutes.

Article 4 - Withdrawal or Expulsion

Each member has to fulfil the requirements of these statutes and membership shall cease upon withdrawal or expulsion

A member may withdraw at the end of a calendar year by giving notice in writing to the General Secretariat six months before the withdrawal shall be effective.

Any member who contravenes the Statutes or the Code of Conduct, seriously prejudices the interest of EURALARM, does not fulfil its obligations towards EURALARM in spite of being requ­ested to do so, or no longer meets the requirements for admission, may be expelled by the Euralarm Board. The member has the right to appeal to the General Assembly.

Withdrawal or expulsion shall not release members from their financial obligations for the calendar year in progress at the time of such withdrawal or expulsion.

III. Organization

The Association is composed of three Sections:

• EURALARM Fire Section
• EURALARM Security Section
• EURALARM Service Section

Each Section will have its own Section Committee and will be responsible for administering its own affairs although matters of common interest or matters beyond the scope of any one Section should be referred to the EURALARM Board.

The Association will be served by the General Secretariat.

Article 5 - Organs

The Organs of EURALARM shall be:

1. The General Assembly and the Members' Meetings (Article 6 to 8)
2. The Board (Article 9a)
3. The Section Committees (SC, Article 9b)
4. The Technical Groups (TG, Article 10)
5. Technical Committees (Article 11)
6. The General Secretariat (Article 12)
7. The Auditors (Article 13)

1. The General Assembly and the Members' Meetings

1.1 The General Assembly

Article 6a - Functions and Powers

The General Assembly shall be the highest organ of EURALARM and shall in particu­lar have the following functions and powers:

1. to deal with all questions arising in connection with the purpose of the Associa­tion;
2. to elect in accordance with Article 9a and 6b the Euralarm President, for a term of three years. Re-election shall be permissible;
3. to lay down recommendations for the activities of the Board and allocate it defi­nite tasks;
4. to approve the activity report of the Board and the documents and recommen­da­tions submitted by it and to vote on its adoption;
5. to approve the annual account and budget, decide the contributions and to discharge the Board.
6. to pass resolutions on any amendments to the Articles of the Association and on the dissolution of EURALARM.
7. to consider appeals against expulsion from the association

1.2. The Members' Meetings

Article 6b - Functions and Powers

Each Section shall arrange separate Members' Meetings. Each Member's Meeting shall in particular have the following functions and powers:

1. to elect in accordance with article 9b it's Section Committee and its Chairman (who will also be a Vice President of the Association) and Vice chairman, and also up to two delegates as members of the Euralarm Board for a term of three years. Re-election shall be permissible;
2. to lay down or confirm the work program for the Section Committee ;
3. to approve the activity report of the Section Committee and to vote on its mo­tion;

1.3. Rules and Regulations

Article 7 - Convocation and Motions

At least once a year and within 6 month after the preceding financial year the General Assembly / Members' Meeting shall be convened at the invitation of the President / Chairman as well as upon the request of one fifth of the members. Partici­pation shall be open to any member and any members' affiliated firms. The written in­vitation together with the agenda shall be mailed to the members not later than eight weeks before the date on which the meeting is to be held.

As a rule, on the occasion of the General Assembly, the Members' Meetings of the three Sections shall be convened simultaneously. Members' Meetings for each Section may be held on other dates, if need to be.

Subject to Article 17 paragraph 1 of these Statutes, any motion of members shall be filed with the General Secretariat. The General Secretariat shall make the motions known to the remaining members not later than four weeks before the date of the proposed meetings.

The quorum of the General Assembly and the Members meeting will be 2/3 of the Euralarm members votes (present or represented by proxy).

Article 8 - Voting Right and Passing of Resolutions

1. Each member in accordance with Article 3 shall have 3 votes.
2. The number of votes of the members in accordance with Article 3 paragraph 2 present at any voting shall be not more than 50% of the votes present in total.It shall be incumbent on the members in accordance with article 3 paragraph 2 to make appropriate arrangements to limit their votes.
3. If there isn't any member existing in accordance with Article 3 paragraph 1 then Art. 8 paragraph 2 does not apply.
4. Voting by proxy shall be permissible, but such right may only be exercised for two other members. In all other respects, any member which is prevented from taking part in the General Assembly or/and at Members' Meeting shall be enti­tled to vote by correspondence, filing separate closed envelopes with the General Secretariat at least one week before the date of the meeting. Such envelopes shall not be opened before the actual vote is taken.
5. Voting or elections by writing shall also be possible. In that case at least 2/3 of the members' votes shall be cast.
6. Resolutions on questions of Association Statutes shall be carried by 80% of the members present or represented by proxy.
7. Resolutions on administrative matters shall be adopted by a simple majority of the votes cast.
8. Elections shall be decided by ranking the number of the votes cast for each nomination.

2. The Board

Article 9a - Functions and Powers

1. The EURALARM Board shall consist of maximum 14 members, i.e.
   • The President of Euralarm
   • The Chairmen and Vice-Chairmen of the three Section Committees of Fire, Security and Service Section.
   • Up to six additional members; with up to two from each Section elected by its Members meeting
   • General Secretary (without voting rights)
   The President and the three Vice-Presidents shall be from different member companies and/or member trade associations/industry members.In addition to the President, the quorum for a meeting of the EURALARM Board shall be seven members throughout the meeting.
2. The President after consultation with the Board shall represent EURALARM in external matters officially. He may delegate to one of the Vice presidents.
3. In the event of the president is being incapacitated Euralarm will be represented by one of the Vice Presidents as chosen by the Board. The maximum term should last until the next General Assembly.
4. It shall decide on the admission or expulsion of Euralarm members
5. It shall supervise the activities of the General Secretariat.
6. It shall draft the annual account and budget of Euralarm and propose to the General Assembly for approval
7. It shall prepare and call the General Assembly.
8. It shall consider and/or decide matters of common interest between Fire, Security and Service Section and matters beyond the scope of any one Section.
9. It shall take care of the coherence and coordination of the Euralarm strategy
10. A meeting of the Board shall take place at least four times a year upon the invitation of the President giving at least a four week notice.
11. Each member of the Board shall have one vote. Resolutions shall be passed by an absolute majority of the votes cast. A resolution in writing signed by all members of the Board or a resolution to which every such member has signified his approval in writing or by electronic means shall be as valid and effectual as if it had been passed at a meeting of the Board duly called and constituted.

3. The Section Committees (one for each Section)

Article 9b - Functions and Powers

The Section Committee of each Section shall consist to a maximum of 12 members:

• the Chairman
• the Vice-Chairman
• at least four additional members

The members of the Section Committee shall hold positions in Industry / trade association and shall be elected at Members' Meetings from nominations received from the members. At least one half of the members of the Section Committee shall be elected from nominations of the members related to article 3 paragraph 1. The other shall be elected from nominations of the members related to Article 3 paragraph 2.

Generally:

• There should be more nominations than members to be elected.
• The Chairman and the Vice-Chairman should come from different Euralarm members.

The Section Committees shall be the executing bodies of the Association's Sections and shall have the following duties:

1. They shall deal with all tasks outlined in Article 2 in accordance with the recom­mendations and instructions of the General Assembly and within the framework of the purpose of the Association and shall take the appropriate actions.
2. Each Chairman after consultation with his Section Committee and the Euralarm president may represent his EURALARM Section officially in external matters. In absence of the chairman the Section can also be represented by the Vice chairman.
3. Each Chairman shall report to the Board upon his sectional actions.
4. The Section Committees shall be authorized to appoint Technical Groups to carry out the duties prescribed by the Members' Meeting. Each Section Committee shall supervise the work of its Technical Groups in accordance with Article 10, examine their working reports and approve the documents and recommendations prepared by its Technical Groups.
5. Each Section Committee shall examine whether it is necessary to refer back to Members for their consideration in any matters before deciding the final action to be taken.
6. The Section Committees shall prepare the Members' Meeting of their own Section in co-ordination with the Board.
7. They shall submit to their Members' Meeting the activity report and the elabo­rated technical documents and recommendations including those of their Technical Groups and shall propose motions for decision.
8. They shall carry out the resolutions of their Members' Meeting.
9. Each member of the Section Committees shall have one vote. Resolutions shall be passed by an absolute majority of the votes cast. A resolution in writing signed by all members of any Section Committee or a resolution to which every such member has signified his approval in writing or by electronic means shall be as valid and effectual as if it had been passed at a meeting of the Section Committee duly called and constituted.
10. A meeting of the Section Committees shall take place at least four times a year upon the invitation of their Chairman giving at least a four week notice.The quorum for a meeting of the Section Committee shall be four members throughout the meeting. At least two of them must be in accordance with Article 3 paragraph 1.

4. The Technical Groups

Article 10 - Status, Constitution and Duties

In accordance with Article 9b paragraph 4 the Technical Groups shall be appointed by the Section Committees. The members of the Technical Groups shall be nominated by the members and approved by the relevant Section Committees. Each Section Committee shall appoint the Chairman of the Technical Groups.

The Section Committee of each Section shall have the task of defining the duties of each Technical Group in writing and of designating a member of the Section Committee as a liaison man for each Technical Group. Within the terms of these duties, the Technical Groups may negotiate with third parties on behalf of EURALARM. They may not however make any binding statements or enter into any binding commitments. Every public activity of Technical Groups'' ''shall be only un­der the label of EURALARM.

Each Technical Group shall report to the member of the Section Committee re­sponsible for it.

The Technical Groups shall convene at the invitation of their Chairmen as often as business requires. Place, date and agenda shall be made known to Technical Group members four weeks before the date of the proposed meeting.

Each member shall have one vote. The Technical Groups shall take votes and resolutions shall be passed by an absolute majority of the votes cast. The passing of a resolution in writing outside Technical Group meetings shall be permissible.

Each Technical Group shall inform the member of the Section Committee re­sponsible for it of its activities by means of the minutes of the meeting. In addition, it shall on completion of its work, produce a concluding report (work report, recommen­dations, etc...). The Technical Group shall be authorized to invite experts for spe­cial problems to take part in their working meetings. The experts shall not have any rights of election or voting.

5. The Technical Committees

Article 11 - Functions and Powers

The Secretariat will support the provision of a number of Technical Committees covering topics such as:

• Marketing internal and external
• Lobbying
• Legal, Finance and Remuneration
• Environment

Each Technical Committee shall consist of a minimum of three members, one being appointed from each section committee, a chairman will be appointed by the Board and the Technical Committee will be supported by a Euralarm professional member

The Technical Committee shall convene at the invitation of their Chairmen as often as business requires. Place, date and agenda shall be made known to Technical Committee members four weeks before the date of the proposed meeting.

Each member shall have one vote. The Technical Committee shall take votes and resolutions shall be passed by an absolute majority of the votes cast. The passing of a resolution in writing outside Technical Committee meetings shall be permissible.

The Technical Committee shall report to the Board via its chairman however in addition the environmental Technical Committee will provide support and reports to all Section committees.

6. The General Secretariat of the Association

Article 12 - Functions and Powers

The Secretariat of the Association is common to the three Sections. It is managed by a General Secretary

The General Secretary shall be responsible for the business of Euralarm and drive the issues of Euralarm as listed in Article 2 paragraph 2 and:

1. Report to the board.
2. Organise and run an office supported by a professional team to:
   • Undertake all administrative work.
   • Handle all financial issues including fund raising.
   • Raise the awareness of Euralarm issues.
   • Take care of membership relations and force the member-acquisition.
   • support and coordinate the Technical Committees.
   • Maintain and improve relations to other associations relevant to Euralarm at top management level.
   • support Euralarm members in common activities.

7. The Auditors

Article 13 - Duties

Accounting shall be subject to control by three Auditors. The Auditors (who are not members of the EURALARM Board or either Section Committees) shall come from different section, elected by its Members meeting for a term of three years. They shall check annually the book-keeping and the management of EURALARM by the sampling method.

They shall give a report on their findings to the General Assembly.

IV. Finances

Article 14 - Members' Dues and Expenses

The expenses of EURALARM shall be covered by members' dues which shall be fixed by each General Assembly in accordance with Article 8 paragraph 4 of the present Statutes.

Any function on behalf of EURALARM should be performed in general in an honorary capacity, with the exception of the General Secretariat, subject to approval of the General Assembly.

The General Secretary and the Chairmen of the Committees retain their expenses within the budgetary limits. Any expenses in excess of the budget shall be reported without delay to the EURALARM President and the Auditors.

Article 15 - Liability

Any debts of EURALARM shall be answered for only by the Association assets to the exclusion of any personal liability whatsoever of the Members. Members which have withdrawn or been expelled shall not be entitled to the assets of EURALARM.

V. Languages

Article 16 - Deliberations and Documents

The official languages of EURALARM shall be English. Where other languages are requested they would be provided for a fee.

VI. Amendment of the Statutes and Dissolution

Article 17 - Procedure

Resolutions on amendments of the Statutes or on the dissolution of EURALARM shall be governed by Article 8 paragraph 4 of the present Statutes. Any motion for amend­ments of the Statutes or for the dissolution of EURALARM shall be filed with the Office and with the President at least 8 working weeks before the next General Assembly.

In the event of dissolution, the members shall decide upon the existing assets in accordance with Article 8 paragraph 6 of the Statutes, the funds available to be used for promoting development in the field of Fire and Intruder Alarm Systems in the widest sense.

VII. Final Provision

Article 18 - Entering into Force, Authentic Wording

The present wording of the Statutes corresponds to the situation as of 18. May 2009 after the motion for amendment has been passed.

VIII. Organization Chart

Date: May 18^th, 2010