Observatoire Méditerranéen de l’Energie

OME

Association Law 1901

 

CHAPTER I

Formation - Purpose

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The signatories to these Statutes, and those signing them subsequently, hereby form an Association, to be governed by the French law of 1^st July 1901 and all applicable texts having completed or amended this, as well as by the stipulations of these Statutes.

 

 

This Association will be named the “Observatoire Méditerranéen de l’Energie”, abbreviated to “OME”.

 

 

 

The Head Office of the Association is located at the following address:

Immeuble Axe Etoile – 103-105 rue des Trois Fontanot – 92000 Nanterre - France.

 

It may be transferred to any other location on decision of the General Assembly, upon proposal of the Executive Committee.

 

 The Association is created for a period of NINETY-NINE years as of October 9^th, 1991, the date of its registration with the Sub prefecture of Grasse in France. The duration may be extended by decision of the General Assembly.

 

 

The main purpose of the Association is to promote cooperation and collaboration between organisations and enterprises in the energy sector, notably within the framework of the Euro-Mediterranean partnership.

Its means of action are defined within the Association’s Standing Orders.

 

CHAPTER II

Members of the Association

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The Association consists exclusively of Corporate Members.

To be or become Corporate Member, the company must have interests and be a direct or indirect player in the production, transport or distribution of energy, or be concerned with the future of energy in the Mediterranean.

Through their involvement in the work of the OME, those companies fulfilling the above criteria, must contribute to expanding the impact of the Association.

 

 

 To become a Member, companies must apply to the Executive Committee via the Chairman or Deputy Chairman. The applications will be submitted to the General Assembly.

New Corporate Members must comply with the present Statutes and with the Standing Orders of the Association. 

 

 

 

The status of a Corporate Member may cease:

- Through its resignation being submitted to the Association Chairman or General Director giving six months notice;

- Through its removal voted by the General Assembly subject to the conditions defined in article 15 of the present statutes and following the rules set by the Association’s Standing Orders, or for reasons deemed serious. Members will be requested to explain or justify prior to losing their member status;

- Through the winding up and liquidation of the Corporate Member.

 

 

Corporate Members specifically agree to:

 - Comply with the Association’s Statutes and Standing Orders;

- Make a material contribution to the Association’s action by paying an annual membership fee;

- Take part in the technical and intellectual activities of the Association;

- Appoint a permanent representative. Each Corporate Member must inform the association of any change in their in-house representative and inform the Executive Committee or General Director of the new representative’s name and details in writing;

- Inform the association of any changes in their situation in terms of the eligibility criteria listed in article 6 of the present statutes.

 

CHAPTER III

Organisation, Administration and

Operation of the Association

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The Association is administered by an Executive Committee, which defines the Association’s strategies and supervises its management.

 

The members of the Executive Committee are natural persons.

 

The Executive Committee is constituted of 9 persons: a Chairman, a Deputy Chairman, and seven councillors. The councillors are representatives of permanent Corporate Members and are elected by the Ordinary General Assembly for three-years. Their mandate is renewable. The Executive Committee appoints a Treasurer out of its members to supervise OME’s budget aspects in particular, in collaboration with the General Director. The Treasurer will report to the Executive Committee. The Treasurer will have peer level contacts with the members as necessary.

The members of the Executive Committee will fulfil their functions with no monetary counterpart.

 

 

The Executive Committee meets as often as the interest of the Association requires it and at least twice a year.

At least half of the Executive Committee must be present for any decision to be valid.

The Executive Committee may deliberate by any means (physical or telephone meeting). Decisions are made if the majority of the members present or represented are in agreement. If votes are balanced, the Chairman’s vote takes precedence. In the event of a disagreement regarding any fundamental matter, it may be referred to the Assembly if two members of the Executive Committee request this.

 The results of the deliberations of the Executive Committee are synthesized in the minutes of the Committee.

The Committee meetings are called either by the Chairman or on written request (post, email or fax) of at least two members of the Executive Committee.

The Executive Committee presents the projected annual budget to the General Assembly.

The Ordinary General Assembly makes committee member appointment or dismissal decisions.

 The Executive Committee proposes and submits to the Ordinary General Assembly, the procedure for the election of the Chairman and the Vice-Chairman.

 The Executive Committee deals with and investigates applications for the position of General Director; it then submits them for vote to the General Assembly.

  

 

The Chairman of the Executive Committee, who represents the Association in all circumstances, answers for the running of the Association’s Institutions. The Chairman is assisted in his mission by the Deputy Chairman, to whom he may delegate part or all of his powers and prerogatives.

 The Chairman and the Deputy Chairman are elected by the Ordinary General Assembly, and are chosen amongst the Corporate Member representatives.

 Chairman and the Deputy Chairman stand for three years, renewable once.

In the event of the Chairman position where vacant, the Deputy Chairman will stand in for the Chairman. If the Deputy Chairman were also unavailable, the Presidency would then be assured by the most senior member in terms of age. The Executive Committee should then call a General Assembly without delay, bringing this topic to the agenda and propose candidatures.

 The Chairman chairs both Executive Committee and the Ordinary and Extraordinary General Assembly meetings.

 At the end of his mandate, the Chairman will automatically become an honorary Chairman. He will keep this title as long as he remains an important player in the energy sector.

 

The General Director is elected by secret vote of the Ordinary General Assembly. The Executive Committee will have viewed the applications previously and the Committee submits the most interesting ones to the Ordinary General Assembly. The duration of the mandate is decided by the General Assembly and cannot exceed 4 years. The mandate is renewable.

The General Director represents the Association regarding third parties. He ensures the efficient operational management of the Association and both supervises and coordinates all actions decided by the Executive Committee.

 Details concerning General Director functions, appointment and vacancies are defined in the Standing Orders.

 

 

 ARTICLE 14

 

General Assemblies gather all Corporate Members.

General Assemblies are called by the Chairman, the Deputy Chairman, or at the request of at least two or one-third of the Committee members.

The notification is sent to each Corporate Member via post, email or fax.

Assemblies are chaired by the Chairman or by the Deputy Chairman.

The Chairman or Deputy Chairman appoints a Secretary, whom can be chosen outside the Assembly members. The meeting Chairman and Secretary make up the Bureau.

 

  

 

The Association’s Ordinary General Assembly meets at least once a year, at the latest on the 30^th June for approval of the accounts.

The notification is sent at least fifteen days in advance and states the matters listed on the Agenda.

The Ordinary General Assembly approves the provisional budget for the year and receives the Report of the Executive Committee on the activities and the financial and current statutes of the Association. It approves the annual accounts, the Standing Orders, membership applications from candidate Corporate Members, as well as the appointment of the members of the Executive Committee and considers all matters in the Agenda. The Ordinary General Assembly can only take decisions upon matters listed on the Agenda.

 The decisions of the Ordinary General Assembly are taken by an absolute majority of the Corporate Member representatives present or represented.

 The decisions of the Ordinary General Assembly are not valid unless half of its Members are present or represented. If this quorum is not reached, a second Assembly is called, with the period of advance notice being reduced to eight days. The deliberations of this second Ordinary General Assembly are valid regardless of the number of Corporate Members present or represented.

 A secret ballot can be requested by either the Executive Committee or by a quarter of the members present.

  

 

Only an Extraordinary General Assembly can vote to modify the Statutes and to decide on the early winding up of the Association.

 The summons is sent at least thirty days in advance and states the matters contained on the Agenda.

 To be able to proceed, an Extraordinary General Assembly must have at least two-thirds of its Members present or represented. If this quorum is not reached, a second Assembly is called, with the period of notice being reduced to fifteen days. The deliberations of this second Extraordinary General Assembly are valid regardless of the number of Corporate Members present or represented.

 The decisions of the Extraordinary General Assembly are taken by a two-thirds majority vote of the Members present or represented, except in the case of the winding up, which requires a three-quarters majority of the Members present or represented.

 

  

 ARTICLE 17

 

The Statutes of the Association are complemented by the Standing Orders proposed by the Executive Committee and submitted for the approval of the Ordinary General Assembly. These Standing Orders define the practical management of the Association.

 The Standing Orders has the same power as the Statutes and must be complied with as such, after approval by the General Assembly and by each current and future member of the Association.

 

 

The Association resources are essentially made up of:

 

- Membership fees paid by the Corporate Members;

- Income generated from its assets;

- Grants that it may be entitled to;

- Income received in return for services supplied by the Association;

- Any other resources allowed by law with, as required, the approval of the relevant authorities.

 

  

 

The membership fees are decided each year by the Executive Committee in the context of the projected budget and submitted for approval to the General Assembly.

 Any Member resigning from the Association is required to pay, at the end of the notice period, the full annual fee.

  

 

Each fiscal year lasts one year, commencing on January 1^st and ending on December31^st.

 

CHAPTER IV

Sundry 

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Only an Extraordinary General Assembly summoned specifically for this purpose may decide the winding up of the Association.

 The winding up decision is made by a three-quarters majority of the Members present or represented.

 

 
ARTICLE 22

 

The Extraordinary General Assembly voting for the winding up will create a committee with responsibility for the liquidation of the assets of the Association. The allocation of the remaining assets will be made in accordance with the relevant legal stipulations.

 

 

 

For the execution of these Statutes and for all matters arising there from, jurisdiction will be assigned for the domicile of the head office of the Association.

 

 

 

All necessary powers are hereby granted to the Chairman and the General Director for the formalities required by law, that is, the declaration of the Association and the registration of the Statutes and any subsequent modifications with the Préfecture du département of the Head Office.

 

 

 
The present Statutes cancel and replace those approved on 4^th August 2004 by the Sub prefecture of Grasse (Alpes Maritimes, France) as well as previous Statutes.