Observatoire Méditerranéen de l’Energie
Association loi 1901
Standing Orders of the Association
These Standing Orders complete the Statutes and define the details for their application.
MEANS OF ACTION OF THE ASSOCIATION
The Association will implement and organise researches, conferences, events, publications and that, in and outside France.
The Association’s ambition is to become a research, training and information centre regarding energy in the Mediterranean and adjacent regions, as well as a think-tank and a place of discussion between its Members.
It will in particular strive to study the future of the energy sector in depth and to do so will launch research processes of all sorts: technical, legal, economical, financial, etc.
It will disseminate its work by all appropriate means; it will allow its Members to state common views when necessary; it will ensure that it is recognised and consulted by official national and international organisations; it will develop collaboration relations with other organisations acting in similar or complementary areas.
It will favour the completion of scientific studies and the organisation of meetings, conferences, courses and training seminars.
Any research or action implemented by the Association on request of a third party or to the benefit of a Member must be invoiced by the Association according to an agreement drawn up specifically for this purpose.
To become a Corporate Member, enterprises must apply in writing to the Executive Committee, by post, email or fax addressed to the Chairman or Deputy Chairman.
If the Executive Committee deems the application receivable, it will be submitted to vote by the General Assembly. In such a case, the General Assembly may be consulted by all means (see GENERAL ASSEMBLIES).
- 1) Organisation and administration of the Executive Committee
In accordance with the Statutes, the Association is managed by an Executive Committee, made up of 9 members appointed by the General Assembly amongst the Association Members.
At the time of the renewal of the Executive Committee, a particular attention should be paid in order to preserve a balance between the designated advisors from North and South, as well as a rotation between Members of the Association.
The General Director prepares and is invited to Executive Committee meetings but has no right to vote. The Honorary Chairman(men) attends Executive Committee meetings but have no right to vote.
If a Councillor is absent repeatedly (three consecutive and non-justified absences) the Executive Committee is entitled to ask the General Assembly to appoint another Councillor to replace the Councillor in questions.
The members of the Executive Committee fulfil their functions with no monetary counterpart.
- 2) Functions of the Executive Committee
The Executive Committee manages the Association. Its functions are as follow:
- Decide upon the actions to implement, in line with the purpose of the Association, and set the overall strategies;
- Make decisions relevant to the organisation, to the practical and economic management, and to the Association’s budget commitments;
- Carry out fund requests to Corporate Members in line with the Statutes and with the decisions made by the General Assembly.
- 1) Appointment
The Executive Committee submits applications for the position of General Director to the General Assembly.
The General Director is appointed by the Ordinary General Assembly by a two-thirds majority of the Members present or represented following a secret vote.
If no candidate obtains the necessary two-thirds majority, there will be a second round of voting to choose by a majority vote a winner from the two candidates with the highest votes during the first round.
The General Assembly sets the term of office of the General Director. The mandate should not exceed a period of 4 years. It is renewable.
The General Director can be dismissed by the General Assembly. The Executive Committee may end the General Director’s mandate with immediate effect if it deems
this necessary. An Ordinary General Assembly will then be called to rule upon this decision. If the General Assembly
did not approve the Executive Committee’s decision, the General Director would be reinstated immediately regarding his functions and the unpaid salaries and accessories paid immediately.
In the event of the position of General Director being vacant, the Executive Committee will appoint someone to step in until the next General Assembly.
- 2) Remuneration
The remuneration of the General Director, owed following the terms of his mandate, is set by the Chairman following the consultation of the Executive Committee, and then approved by the General Assembly as part of the association projected budget.
- 3) Functions
The General Director is responsible for the day-to-day management of the Association. He has the following prerogatives:
- To attend Executive Committee and General Assembly meetings, upon invitation from the Chairman or Deputy Chairman, and ensure that the decisions made are enforced but he has no right to vote;
- To represent the Association vis-à-vis third parties, in negotiations and for the signing of any contracts;
- To ensure the enforcement decisions concerning the organisation and the management of the Association, and in particular:
• To open all bank accounts and operate these with his sole signature, or that of a representative, and ensure the funds are paid, prepare the annual accounts and submit the to the Executive Committee.
• To decide and pay all necessary expenses for the operation of the Association, notably to lease any premises required for the needs of the Association;
• To keep the accounts and to submit all fiscal and social declarations, to prepare the annual accounts for presentation to the Executive Committee;
• To manage the personnel: hire all persons required for the activities of the Association and determine the conditions of the contract of employment and, as required, dismiss staff in accordance with current legislation;
• To call upon outside service providers to assist in carrying on his various obligations as above, and determine the details of the collaboration;
• To ensure compliance with the legislation relating to associations.
Moreover, he is in charge of:
n Ensuring relations with the Corporate Members;
n Preparing the Executive Committee and General Assembly meetings;
n Developing relations and links with the energy players, as defined in the present Standing Orders;
n To establish contacts with other national or international organisations whose concerns are either similar to OME’s or able to enhance and strengthen the Association’s actions;
n To submit to the Executive Committee the request of a third party or of a Member for a study, in the case when the accomplishment of this study for OME has a significant impact on the resources necessary to perform such study;
n Ensure the implementation of communication.
- 1) Notification and location of General Assemblies
General Assembly meetings are called by the Chairman, the Deputy Chairman, or by at least two Executive Committee members or one third of the Association Members.
General Assemblies are summoned and deliberate subject to the conditions defined by Law and the Statutes.
The meetings will take place at the head office of the Association or at any other place as stated in the summons.
- 2) Agenda
The party calling the meeting defines the Agenda of the Assemblies.
One or more Corporate Members can require the inclusion of proposed resolutions on the Agenda of the Assemblies by written request to the party calling the Assemblies.
The Assemblies may not deliberate on a matter that is not on the Agenda. They may, however, at any time and/or upon the Executive Committee’s request, vote to dismiss one or more members of the Executive Committee and replace them.
- 3) Access to Assemblies - Proxy
All Corporate Members participate to the Assemblies via their permanent representative.
Each permanent representative has the power of delegating a representative with a mandate in proper form.
- 4) Right of communication of the Corporate Members
All Corporate Members have the right to obtain the documents they require to be duly and fully informed about the facts on the management and on the activities of the Association.
- 5) Attendance register – Minutes
An attendance register is tabled for each Assembly.
Minutes of the Assemblies, or copies, are entered in the Minutes Book. These are drawn up by the Secretary and transferred into a registry specifically intended for this. The Assembly Chairman signs them.
Minutes of the Assemblies, extracts of them, or copies, may be certified by the Secretary, the Chairman or the Deputy Chairman.
- 6) Deliberations
The collective decision of the Members is made via Ordinary or Extraordinary Assemblies according to the nature of the decisions to be made.
Where voting in new members is concerned, or in special cases, General Assemblies may deliberate in a valid manner by all means (letter, fax, email, digital means, etc.).
The members will be consulted by post, email or fax, following an agenda to which a proposal will be attached. The proposal will be approved once it has obtained the agreement of half the OME Members following a 30-day period from the day after its dispatch.
If the absolute majority were not reached within this period, the matter may be debated upon again during the next General Assembly.
The deliberations of the General Assembly are an obligation for all Corporate Members.
The Executive Committee has the right to propose one or more permanent or ad hoc Committees to carry out work on matters of relevance to the statutory purpose of the Association. This is validated by the General Assembly, which defines the purpose, budget, life span and of the Committee.
The Members of each Committee are designated by the companies that are members of OME. Each Committee may complement its composition with expert(s) on the basis of their specific know-how. The appointment of the Chairman, and of the Vice-President(s) of each Committee, is proposed for ratification to the General Assembly by the Chairman of the Executive Committee.
The General Director of the Association is an ex-officio Member of each Committee. The Members of the Committees exercise their functions without remuneration. It could be the case
that experts non members could also be compensated and the amount then requested will be proposed by the President or the Vice President to the General Director.
The Chairman of each Committee is responsible for the organisation of the meetings, and for the relations with the Executive Committee, the General Assembly and external organisations as required for the conduct of the activities of the Committee.
ASSOCIATED PARTNERS OF A COMMITTEE
Each committee can include partners outside the Association (“Committee associated partner”) .
To become associated partner the entity or the association must send his application by mail, e mail or fax to the Chair of the Committee and to the General Director.
Membership for a committee associated partner is decided by the Executive Committee upon the proposal of the Committee Chairman or of OME’s General Director. There are no specific criteria to become an Associate Member of a Committee, only the mutual interest and the active involvement must be taken into account. Thus, manufacturers, financial establishments, research and development agencies, engineering companies, of which the activities and interests are synergic with the objectives of one or more Committee may become Associate Partner of a Committee.
Committees Associate Partner will be invited to attend Committee meetings and will be entitled to follow the work of the Committee they are associated with.
The Committees Associate Partners do not take part in the OME’s Assemblies, and have no right to vote beyond the technical committee to which they are associated.
Committees Associate Partner contribute to the OME’s budget via an annual subscription fee that is determined case by case by the Executive Committee upon proposal of the Committee Chairman or of the General Director, and so depending on the specific financing needs of the concerned committees.
Each Associate Partner of a Committee may become an Associate Partner of another Committee. In this case, the Executive committee will decide upon an addition to the subscription upon proposal of the Committee Chairman or the General Director.
Committee Associate Partner subscription fees follow the same rules regarding the payment and terms of fees as for the OME General Assembly Members.
If the subscription fee is not paid, the Executive Committee may remove a Committee Associate Partner.
INVENTORY – ANNUAL ACCOUNTS
At the end of each financial year, the Executive Committee draws up an inventory of all the assets and liabilities existing on that date and draws up the statement of accounts for the Association. Its annual revision will take into account the French inflation rates.
The Executive Committee, on the occasion of the meetings of the Assembly, also presents the forecast budget and the various management Reports.
- 1) Amount
The amount of the membership fee is determined by the Executive Committee in the forecast budget and approved by the General Assembly, in accordance with the Statutes.
- 2) Payment
The membership fees are annual and payable at the latest by 31 March of each year.
Payments are made upon request by the General Director.
Any new Member pays the annual membership fee or a half membership fee depending on whether the official date of membership starts during the first or the second half of the year.
All resigning Members are bound, at the end of the period of notice, to full payment of the annual membership fee.
As an exception agreed by the Executive Committee, some Corporate Members may pay their annual membership fees as a partial contribution in kind (premises, services, studies, etc.).
- 3) Penalties for non-payment
If the fees are not paid, the Member concerned may be removed and lose its member status.
The non-payment of the fees 9 months after the due date may cause the removal of the member according to the conditions stated in article 8 of the statutes.
CHANGES TO STANDING ORDERS
Any change made to the current Standing Orders must be implemented according to the stipulations of the articles 15 and 16 of the statutes.