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The Association for Energy Cost Allocation

Europäischer Verein zur verbrauchsabhängigen Energiekostenabrechnung – e.V.

E.V.V.E. Constitution

The “E.V.V.E. – European Association for the consumption-based billing of energy costs – e.V.”
has the following

C O N S T I T U T I O N

0. Preamble

Considering the idea of a further improvement of the economical and efficient energy use in Europe the companies undersigned join together to an European Interest Grouping. In this connection the Europe-wide introduction of the consumption-based billing of energy costs is to the fore.

The members are obliged to put the common spirit of the association over national interests.

The working language of the association are German, English and French. The language in which a document is originally written, is regarded as the obliging version.

1. Name, headquarters, business year

1.1 Upon entry in the Register of Associations the association bears the name

“E.V.V.E. – European Association for the consumption-based billing of energy costs – e.V.”,

short term: „E.V.V.E.“

The association’s name will bear at the same time the addition „The Association for Energy Cost Allocation“

1.2 The association has its headquarters in Bonn.

1.3 The association will be registered with the district court of Bonn.

1.4 The business year is the calendar year.

2. Subject of the Association

2.1 Subject of the association is the representation and promotion of the common interests of its members

2.2 The individual tasks of the association are:

a) Representation of the interests of its members at all institutions of the European Community, as well as in its member states in consultation with the national members in each state.

b) Giving solution to questions and problems specifically arising in this branch to the economic, juridical and technological benefit of all the members.

2.3 Economic and commercial transactions are excluded. The association does not aim at making profits for itself.

3. Membership

3.1 Membership is voluntary.

3.2 Members of the association can become natural persons, unincorporated firms and legal entities placing technical equipment for the registration of the consumption of heating systems, air conditioning as well as warm-water- and cold-water-heating plants to determine the real consumption and the consumption-based bill of the energy costs on the market.

3.3 Membership expires with:

a) resignation which has to be declared to the Presidency (managing committee) by a letter recorded delivery with a period of four months to the end of a calendar year;

b) Unability to continue fulfilling the admission conditions;

c) Expulsion for important reason. An important reason can be given for instance then if a gross offence is known against the interests of the association, or if in spite of repeated written request for payment contributions are not paid or not fully paid within a period of three months after they have become due. In the expulsory proceedings a right to be heard is granted to the member concerned by the Presidency (managing committee). The decision on the expulsion is taken by the General Meeting.

d) death, if a member is a natural person.

3.4 The association can admit associated / extraordinary members. These associated / extraordinary members do not obtain a voting right in the General Meeting. In case of admitting associated / extraordinary members, the General Meeting unanimously decides on their cooperation in the association.

3.5 The application for admission may be formless. The managing committee, called presidency will decide. The presidency’s decision of the application will be made in writing.

The membership is valid for a limited period of twelve months (membership on trial). If the presidency does not take another decision after this period the member gets its final admission.

4. Rights and duties of the members

4.1 All the members have the same rights and duties, unless something else was decided in individual cases.

4.2 All the members are obliged to comply with the regulations of the Constitution and to support the Presidency (managing committee) and the Management when fulfilling their duties according to the Constitution.

5. Membership dues

5.1 The association collects membership dues and admission fees.

5.2 The amount of the membership dues is fixed at the Annual General Meeting.

6. Bodies according to the Constitution

6.1 In conformity with the Constitution the bodies of the association are:

a) the General Meeting,

b) the managing committee, called Presidency

c) the Managing Director.

6.2 The Presidency (managing committee) can establish working groups dealing with particular problems.

7. General Meeting

7.1 The General Meeting consists of all the members.

7.2 It takes the decisions and defines the directives for the work of the association.

7.3 A General Meeting is convened by the Presidency (managing committee). The invitation has to contain the agenda and to be sent off by post at least four weeks before. Applications for supplements to the agenda, arriving at the Presidency two weeks at the latest before the General Meeting takes place, have to be included.

The Presidency (managing committee) has to convene an extraordinary General Meeting if one quarter of the members applies in written form for the calling, mentioning the purpose, to the Management.

7.4 The Annual General Meeting of the members takes place once a year. The agenda is to be enclosed with the invitation. All the resolutions adopted at the Annual General Meeting are binding.

7.5 A General Meeting is leaded by the President (chairman) or another member of the Presidency (vice-president or a member of the managing committee).

7.6 The General Meeting especially takes decisions on the following points:

a) election of the President (chairman),

b) election of the Vice President,

c) election of the other members of the Presidency (members of the committee),

d) acceptance of the annual settlement of accounts,

e) decision on the budget,

f) fixing of the amount of the basic fee for the annual membership dues according to item 10.1,

g) approval of the Presidency and of the Managing Director,

h) election of auditors,

i) alterations of the Constitution,

j) matters of basic importance,

k) admission of associated / extraordinary members and their powers.

7.7 A General Meeting is competent to decide by vote if more than half of the members – taking their voting rights as a basis – are present or represented by proxy.

If a General Meeting does not have a quorum, then the General Meeting to be convened thereupon is competent to decide by vote with no consideration for the number of the members present or represented by proxy.

7.8 Each ordinary member has one basic vote.

7.9 Additional votes:

a) According to the number of housing units or industrial units for which a consumption-based bill of energy costs was placed on the market each member gets additional votes in accordance with the distribution code fixed in item 7.9. b).

On the basis of this provision no member can obtain the majority of votes or a blocking minority.

The establishment of the basic data for the calculation of the additional votes is made (in connection with the calculation of the contributions according to item 5.2) by the Managing Director who has to maintain silence about this to the other members.

b) Distribution code for additional votes

Each ordinary member gets additional votes according to item 7.9 a):

Up to 50.000 housing units/ industrial units:
1 additional vote,

50.001 to 250.000 housing units/industrial units:
1 additional vote,

250.001 to 500.000 housing units/industrial units:
1 additional vote,

from 500.001 to 2 million housing units/industrial units:
1 additional vote,

more than 2 million housing units/industrial units:
1 additional vote.

7.10 The General Meeting decides by the simple majority of its votes. In exceptional cases decisions can also be taken in written form.

8. Managing Committee (Presidency)

8.1 The managing committee, called Presidency, consists of the President (chairman), the Vice President as well as up to six other Presidency members (members of the managing committee).

The balance of the single countries has to be taken into consideration as much as possible.

The Presidency is elected for the period of two years. Re-election is permissible.

8.2 The managing committee according to

§ 26 BGB consists of the president (chairman) or the vice-president together with another member of the presidency (member of the managing committee).

8.3 The association is led by the Presidency in an honorary capacity.

8.4 The President and the Vice President are separately elected by secret ballot. If there is only one candidate each time, this candidate is elected who gets two thirds of the basic votes valid. If there are several candidates, the one is elected that collects the majority of valid votes.

8.5 The Presidency (managing committee) has the following tasks:

a) representation of the association outwards,

b) preparation and calling of the General Meeting,

c) implementation of the resolutions adopted by the General Meeting,

d) establishment of working groups,

e) admission of new members,

f) fixing of the admission fee,

g) appointment of the managing director.

8.6 Each member of the Presidency (member of the managing committee) has one vote. The presidency (managing committee) takes decisions by simple majority.

9. Management

9.1 The Management has its headquarter in Bonn (Germany).

9.2 On the basis of a particular agreement and in coordination with the President and the Vice President, the Managing Director has to run the current affairs of the association in an unbiased way.

He participates in the meetings of the constitutional bodies of the association in an advisory capacity.

The Managing Director may do business obligating the association within the limits of the budget or after consulting the presidency (managing committee).

Spezific authorisations may be vested with the Managing Director based on a resolution of the General Assembly.

10. Contributions

10.1 On each 31st March of every year the members inform the Management of the number of the housing units or industrial units for which a consumption-based bill of energy costs was placed on the market in the last year.

On this basis the Managing Director calculates the number of the additional votes according to item 7.9 and charges – taking the basic fee as a basis (in accordance with item 7.6 f) – the membership dues for one year in EURO in relation to the votes (basic vote and additional votes).

10.2 For contributions coming in more than thirty days after the date fixed in the bill, an interest by default is charged according to the base interest rate of the European Central Bank.

11. Alterations of the Constitution

Alterations of the Constitution require the two-third majority of the Annual General Meeting of the members. Suggestions for an alteration of the Constitution have to be presented in writing to the Presidency (Managing Committee) at least three months in advance.

12. Liquidation

The association can only be liquidated in conformity with the regulations according to item 11 on condition that at least two thirds of all the voters are present.

13. Taking minutes

Minutes on the General Meetings and on the conferences of the Presidency have to be taken down. The President and the Managing Director sign the minutes.

14. Transfer of E.V.V.E.-EEIG into a newly-formed association

The pre-association E.V.V.E. – European Association for the consumption-based billing of energy costs – EEIG (E.V.V.E.-EWIV) passes into a registered association according to the unanimous resolution of the annual general meeting of 25.10.2001 by means of a special contract. Upon registration of the E.V.V.E.-e.V. the cancellation of the E.V.V.E.-EWIV shall be requested at the commercial register.

Constitution of "E.V.V.E. – European Association for the consumption-based billing of energy costs – e.V."

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