Article 1 Name, Seat and Purpose
Article 1.1 Name and Seat
Article 1.2 Purpose
Article 2 Membership
Article 2.1 Acquisition
Article 2.2 Withdrawal
Article 2.3 Expulsion or Suspension
Article 3 Organization
Article 3.1 Structure
Article 3.2 Organs
Article 4 The General Assembly
Article 4.1 Functions and Powers
Article 4.2 Convocation and Motions
Article 4.3 Voting Right and Passing of Resolutions
Article 5 The Board
Article 5.1 Functions and Powers
Article 6 The Section Members’ Meeting (one for each Section)
Article 6.1 Structure
Article 6.2 Functions and Powers
Article 7 The Technical Committees
Article 7.1 Functions and Powers
Article 8 The General Management of the Association
Article 8.1 Functions
Article 8.2 Duties
Article 9 The Auditors
Article 10 Finances
Article 10.1 Members' Dues and Expenses
Article 10.2 Liability
Article 11 Languages
Article 11.1 Deliberations and Documents
Article 12 Amendment of the Statutes and Dissolution
Article 12.1 Procedure
Article 13 Final Provision
Article 13.1 Entering into Force, Authentic Wording
A: Organization Chart of the Euralarm organs
An Association by the name of "EURALARM Association of the European Fire and Security Industry" shall be called into existence in accordance with Art. 60 and seq. of the Swiss Civil Code.
This Association shall be composed of 3 distinct Sections:
EURALARM Fire Section
EURALARM Security Section
EURALARM Service Section
The legal domicile of the Association shall be Zug (Switzerland).
The purpose of EURALARM shall be:
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:
Smoke and Heat ventilation...
Security for example:
Intrusion and Hold-up Alarms
Alarm Receiving Centres
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 (not part of these statutes) 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).
Membership in accordance with Art. 1.2 may be applied for
by trade associations(TA) registered in the geography of Europe;
by individual companies registered in the geography of Europe and is a member of at least one Trade Association already member of EURALARM.
by individual companies registered in the geography of Europe from a country where no relevant trade association as defined by Art. 2.1.1 exists.
Institutes or associations registered in the geography of Europe being active in research, education or science in fields as specified in Art. 1.2
fulfilling the following criteria:
pays membership-fee and provides people for the EURALARM organisation
perspective for a longterm relationship
Applications for membership in one of the sections shall be submitted in writing to the General Secretary. Admission to membership shall be decided upon by the EURALARM Board. All these decisions shall be taken in accordance with Art. 4.3 paragraph 5/6 of these Statutes.
Each member has to fulfil the requirements of these statutes and membership shall cease upon withdrawal. A member may withdraw at the end of a calendar year by giving notice in writing to the General Secretary three months before the withdrawal shall be effective.
Withdrawal shall not release members from their financial obligations for the calendar year in progress at the time of such withdrawal 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.
Any member who contravenes these Statutes or the Code of Conduct (not part of these statutes), or seriously prejudices the interest of EURALARM, or 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 suspended until the contravention is corrected or in the case that the contravention is or cannot be corrected, expelled by the EURALARM Board.
Details of the contravention will be submitted in writing to company and 3 clear calendar months will be allowed to correct the contravention and then the board will review and decide whether to expel or continue the suspension. An expelled member has the right to appeal to the General Assembly.
Suspension or Expulsion shall not release members from their financial obligations for the calendar year in progress at the time of such Suspension or Expulsion.
The Association is composed of three Sections:
Each Section will have its own Section Members’ Meeting 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 Organization will be served by the General Management.
The Organs of EURALARM shall be:
The General Assembly (Art. 4)
The Board (Art. 5)
The Section Members’ Meeting (SMM, Art. 6)
The Technical Committees (TC, Art. 7)
The General Management (Art. 8)
The Auditors (Art. 9)
The General Assembly of all section members shall be the highest organ of EURALARM and shall in particular have the following functions and powers:
to deal with all questions arising in connection with the purpose of the Association;
to elect in accordance with Art. 5 and 7 the EURALARM President and the Chairmen of the Technical Committees, for a term of three years. Re-election shall be permissible;
to lay down recommendations for the activities of the Board and allocate it definite tasks;
to approve the activity report of the Board and the Technical Committees and the documents and recommendations submitted by it and to vote on its adoption;
to approve the annual account and budget, decide the contributions and to discharge the Board.
to pass in accordance to Art. 12 resolutions on any amendments to the Articles of the Association and on the dissolution of EURALARM.
to consider appeals against expulsion from the association
At least once a year and within 6 months after the preceding financial year the General Assembly shall be convened at the invitation of the President 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.
Subject to Art. 12.1 of these Statutes, any motion of members shall be filed with the General Secretary. The General Secretary 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 will be 2/3 of the EURALARM members’ votes (present or represented by proxy).
Each member in accordance with Art. 2 shall have 1 vote.
Voting by proxy shall be permissible, but such right may only be exercised for two other members. In all other respects, any member who 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 Secretary at least one week before the date of the meeting. Such envelopes shall not be opened before the actual vote is taken.
The proxy statement shall be sent to the General Secretary by letter or email before the voting takes place. The proxy statement may contain detailed instructions how the proxy holder shall vote.
Voting or elections by writing incl. electronic means shall also be possible. In that case at least 2/3 of the members’ votes shall be cast.
Resolutions on questions of Association Statutes shall be carried by 4/5 of the members present or represented by proxy.
Resolutions on administrative matters shall be adopted by a simple majority of the votes cast.
Elections shall be decided by ranking the number of the votes cast for each nomination.
The EURALARM Board shall consist of
The President of EURALARM
The Chairmen and Vice-Chairmen of the Euralarm Sections.
Chairmen of the Technical Committees
The General Secretary and the General Director shall attend the meetings of the Board without voting rights. The Chairmen of the Euralarm Sections are the Vice Presidents of Euralarm In addition to the President, the quorum for a meeting of the EURALARM Board shall be five members throughout the meeting.
The President shall represent EURALARM in external matters officially. He may delegate after consultation with the Board to the General Director or to one of the Vice presidents or exceptionally to other members of the Board.
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.
It shall decide on the admission or expulsion of EURALARM members
It shall supervise the activities of the General Management.
It shall announce the General Secretary and the General Director and specify their duties and tasks in accordance to Art. 8.
A group consisting of the Euralarm President, the Euralarm Vice Presidents and the Chairman of the Technical Committee Finance, Legal and Remuneration shall decide upon the individual remuneration of the EURALARM staff of the General Management.
It shall draft the annual account and budget of EURALARM and propose to the General Assembly for approval
It shall prepare and call the General Assembly.
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.
It shall take care of the coherence and coordination of the EURALARM strategy
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 weeks’ notice.
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.
The Section Members’ Meeting of each Section shall consist:
the Chairman also Vice President of Euralarm and member of the Board
the Vice-Chairman also member of the Board
Each Section shall arrange separate Section Members' Meetings.
The delegates to the Section Members’ Meeting including their alternates shall be nominated by the members of the sections for a term of three years (one delegate / alternate per member).
The Chairman and the Vice-Chairman should come from different EURALARM members.
The Section Members’ Meetings shall be the executing bodies of the Association's Sections and shall have the following functions and powers:
They shall elect in accordance with Art. 6.1 its Chairman and Vice chairman and in accordance to Art. 7 at least one delegate to each of the Technical Committees for a term of three years.
Re-election shall be permissible.
They shall lay down or confirm the work program for the Section Member’s Meeting.
They shall approve the activity report of the Section and to vote on its motion.
They shall deal with all tasks outlined in Art. 1.2 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.
Each Chairman shall report to the Board upon his sectional actions.
Each Section Members’ Meeting shall examine whether it is necessary to refer back to all Members for their consideration in any matters before deciding the final action to be taken.
They shall submit to their Members the activity report and the elaborated technical documents and recommendations and shall propose motions for decision.
Each delegate to the Section Members’ Meeting 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 Members’ Meeting 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 Members’ Meeting duly called and constituted.
A meeting of the Section Members’ Meeting shall take place as often as business requires upon the invitation of their Chairman giving at least a four week notice. The quorum for a meeting of the Section Members’ Meeting shall be 1/3 of the section members throughout the meeting.
The General Management will support the provision of a number of Technical Committees covering topics such as:
Marketing internal and external
Legal, Finance and Remuneration
Each Technical Committee shall consist of a minimum of four members
Chairman elected by the General Assembly also member of the Board
Three section delegates, one being elected by each Section Members’ Meeting,
Additional experts nominated by EURALARM members.
The Technical Committees will be coordinated by the Euralarm Board with the support of the General Management.
The Technical Committees 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 Committees 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 Committees shall report to the Board via its chairman.
The General Management consists of:
The General Secretary
The General Director
and if necessary
Additional professional support e.g. Technical Manager etc.
The General Management of the Association is common to the three Sections.
The General Management shall have the following duties:
Report to the board.
Organise and run an office to:
Undertake all administrative work.
Handle all financial issues including fund raising.
Raise the awareness of EURALARM issues.
Maintain and improve relations to other associations and organisations relevant to EURALARM at top management level.
Take care of membership relations and support member-acquisition.
support EURALARM members in common activities.
support the Board to coordinate the Technical Committees
support initiatives of the Board as assigned
Accounting shall be subject to control by a minimum of two Auditors. The Auditors (who are not members of the EURALARM Board) shall come from the membership, elected by the Members meeting of the sections for a term of three years. They shall check annually the book-keeping and the finance management of EURALARM by the sampling method.
They shall give a report on their findings to the General Assembly.
The expenses of EURALARM shall be covered by members' dues which shall be fixed by each General Assembly in accordance with Art. 4.3 paragraph 7 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 Management, subject to approval of the General Assembly.
The General Management 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.
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.
The official languages of EURALARM shall be English. Where other languages are requested they would be provided for a fee.
Resolutions on amendments of the Statutes or on the dissolution of EURALARM shall be governed by Art. 4.3 paragraph 5 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 Art. 4.3 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.
The present wording of the Statutes corresponds to the situation as of 12. May 2014 after the motion for amendment has been passed.
Date: May 12th, 2014