Articles of Association

European Mountaineering Association

European Union of Mountaineering Associations (EUMA)

Articles of Association

Preamble

The in their state of origin leading European Mountaineering Associations form an association in order to represent their common interests, in particular in the fields of mountaineering, protection of nature and Alpine regional planning as well as the objectives documented in conventions such as the Alpine Convention or the Carpathian Convention. The association does not deal with the forms of organized competitive sports, developed from the mountain sports.

The association sees itself primarily as representation of interests vis-a-vis authorities of the European Union (EU), the European Parliament and regional cross-national organizations in all matters that directly or indirectly concern the objectives of the association and/or its members. Therefore, the association understands itself as the competent contact entity for authorities of the European Union and the European Parliament and strives for an active participation in the drafting of the directives and in the legislative procedure of the European Union with regard to the objectives of the EUMA. The seat of the EUMA has to be in a country which is member of the European Union.

The modus operandi of the association is based on the principle of non-intervention in internal affairs of its members and on the principle of subsidiarity.

As regards the following terms used relating to gender, the male form shall always comprise the female form. This method is exclusively chosen for reasons of better readability and without any intention to discriminate.

 

  1. Name, seat, financial year and language

1.1 The associations is named European Union of Mountaineering Associations (abbreviation: “EUMA”).

1.2 The EUMA is created under the form a Belgian International Non-Profit Organziation (“Association Internationale Sans But Lucractif, AISBL”) and subject to the rules applicable in Belgium to such an Organization.

1.3 The EUMA has its seat in Belgium, at the following address: c/o cmbel, 313 avenue de la Couronne, bte 20, 1051 Brussels, Belgium.

1.4 The financial year of the EUMA is the calendar year.

1.5 The language of the EUMA is English.

 

  1. Purpose

2.1 The EUMA actually and exclusively pursues charitable purposes, its activities is not aiming at generating profits. Any surplus has to be exclusively used for the purpose under these Articles. The EUMA is neutral from a party political point of view and represents the principles of ideological and ethnical tolerance.

2.2 The purpose of the EUMA consists in the promotion of the interests of its members as well as their collaboration in view of responsible mountaineering that balances the interests of the mountaineers with the requirements of a prudent use and a sustainable development of the mountain regions and their life-forms. The EUMA promotes responsible access and conservation of mountain and climbing areas.

2.3 The EUMA represents the interests of its members vis-a-vis the institutions of the European Union, the European Parliament and in the regional cross-national organizations in all matters that directly or indirectly concern the objectives of the EUMA and/or its members. This representation is based on the principle of subsidiarity.

2.4 The EUMA strives for an active participation in the drafting of the respective directives of the European Union and also in the legislative procedures of the European Union.

2.5 The purpose of the EUMA is primarily achieved by:

  • regular exchange of information and experiences in all fields of mountaineering activities, the infrastructure linked therewith (mountain trails and mountain huts, outdoor climbing areas) and in the field of the protection and the sustainable development of mountain regions. This also includes the systematic recording and archiving of the relevant information;
  • the organization of events (lectures, seminars, symposia, congresses) that serve as a platform for the mentioned exchange of information and experiences among the members but also to inform the interested public;
  • the development of and the continuous expansion of contacts to institutions of the EU and the European Parliament;
  • the participation in the decision-making processes in order to draft directives and laws in the EU and the representation in relevant committees associated therewith;
  • the involvement in consultation procedures, expert hearings and congresses;
  • the pursuing of objectives of the Alpine Convention, Carpathian Convention and similar conventions;
  • the use of own communication opportunities as well as of such of the members in order to create problem awareness among the public as regards challenges affecting the members jointly, in particular the preservation of the natural environment, the cultural environment and the living environment in the mountain regions of Europe;
  • the drafting of publications of any kind whatsoever and the organization of public relation activities to inform the regulatory and political decision-makers, the members and the public concerned;
  • the promotion and representation of the interests of existing region specific organizations vis-a-vis institutions of the European Union and the European Parliament;
  • and, regular and consistent communication cooperation with organizations of similar purpose and intent such as UIAA, UIAGM or IKAR.

 

  1. Members (admission, resignation, exclusion)

3.1 Full members

There will be only one full member per country, including founding members.

3.1.1 The following associations are the founding members:

List of founding members is attached to this articles of association.

3.1.2 Further full members can only be admitted if they

  • support the objectives set by the EUMA;
  • are of significance as a mountaineering association at a national level;
  • want to actively collaborate with regard to the objectives of the EUMA;
  • have their seat of association in Europe.

3.2 Associated Members: Associated Members are those mountaineering associations of a country in which a full member of the EUMA already exists.

3.3 Collaborating Organizations: Collaborating Organizations may be organizations like the UIAA, UIAGM or IKAR.

3.4 Motions for admission to the EUMA have to be addressed to the administrative office in writing. The General Assembly decides on the admission of new members in the EUMA with a majority of two thirds of the full members present.

3.5 Each member may cancel its membership by written notice to the administrative office observing a deadline of 6 months at the end of a calendar year.

3.6 A member that grossly damages the reputation of the EUMA, acts contrary to these Articles or defaults in the payment of the levies enclosed despite having been reminded twice in writing can be excluded.

3.7 Motions for exclusion from the EUMA have to be submitted to the President in writing. He shall obtain the declaration from the member concerned. The General Assembly shall decide on the exclusion with a majority of two thirds of all members present, after having given the member concerned the possibility to be heard. The member the exclusion of which was applied for has no voting right in that case.

 

  1. Rights and Duties of the Members

4.1 Full members, associated members and collaborating organizations are entitled to participate in all events of the EUMA and use the facilities of the EUMA.

4.2 Full members have a voting right and the right to raise motions at the General Assembly.

4.3 Each member is entitled to demand a copy of the Articles of Association.

4.4 At least one fifth of the full members may demand the convocation of an Extraordinary General Assembly from the Presidium.

4.5 The members have to be informed by the Presidium at each General Assembly on the activities and the financial conduct of the association.

4.6 The members have to be informed on the audited statement of account by the Presidium. In case that this happens during the General Assembly, the auditors have to be involved.

4.7 The members are obliged to do their best to promote the interests of the EUMA and to omit anything that could harm the reputation and the objective of the EUMA. They have to comply with the Articles of Association and the resolutions of the bodies of the association. The members are obliged to punctually pay their membership fees in the amount determined by the General Assembly within the first three months of the year.

4.8 Full members have the right to nominate persons for the election for the Presidium. These persons must be members of the member association.

 

  1. Financing

5.1 To finance the administrative office and the activities resolved by the General Assembly, the General Assembly may determine membership fees. Decisions regarding membership fees and levies require the consent of three quarters of the full members present.

5.2 Raising further financial means is also possible by sponsorship funds, donations, heritages etc.

5.3 The costs for the Presidium, the Auditors and the Arbitration Court are borne by the EUMA. The costs for the sending of other members of the bodies and of delegates shall be borne by the sending member-associations.

5.4 The member shall not be liable for the liabilities of the EUMA.

5.5 Membership fees: the calculation type and the amount of the fees shall be regulated in Annex 1 of these Articles of Association.

 

  1. Bodies

The bodies of the EUMA are:

  1. The General Assembly
  2. The Presidium
  3. Auditor(s)
  4. The Arbitration Court

The elected members of the bodies carry out their activities pro bono.

 

  1. General Assembly

7.1 The General Assembly is the supreme body of the EUMA and is held once a year.

7.2 The General Assembly consists of the Presidents of the members or the representatives of the members authorised in writing.

7.3 The General Assembly is convened by the President and presided by the same. The written convocation shall be made by the administrative office. The date of the General Assembly shall be announced 4 months in advance. Motions by full members have to be submitted to the administrative office 2 months before the announced date in writing. Motions by the Presidium may be submitted until the agenda is dispatched. The agenda and the motions have to be forwarded to the members and the Presidium within one month before the date of the General Assembly at the latest. In urgent cases, the Presidium may submit agenda items and motions at the beginning of the General Assembly. In this case, the General Assembly has to separately consent with the inclusion of the items in the agenda by simple majority.

The General Assembly has reached its quorum if more than half of the members entitled to vote are present. If this quorum is not reached the meeting may start after 30 minutes. In this case General Assembly is not entitled to vote about the change of articles of associations, membership fees and membership. In any case the minimum quorum must be one third of the total number of full members.

7.4 The General Assembly shall in particular be competent for:

  • the approval of a multi-year plan, including the financial plan;
  • the acceptance of and consultation on the annual report, the annual financial statement and the report of the auditors;
  • the approval of legal transactions between the auditors and the association;
  • the discharge of the Presidium;
  • the determination of fees and levies of the members;
  • the approval of the annual plan and the budget;
  • the admission and the exclusion of members;
  • the adoption of resolutions on motions given;
  • the election and the removal of members of the Presidium and of the auditors;
  • the admission and the exclusion of region-specific organizations;
  • the determination of the place of the next General Assembly;
  • the determination of the seat of the EUMA;
  • modifications of the Articles of Association of the EUMA;
  • the dissolution of the EUMA;
  • the approval of the business regulations of the Presidium.

7.5 Each full member present has only one vote at the General Assembly. A member- association may be represented by the delegate of another member-association being duly entitled to vote by means of a written proxy. Only one proxy per member association is allowed. Members of the Presidium, Associated Members and collaborating organizations have no voting right in the General Assembly. Members of the Presidium may not represent member associations.

7.6 The General Assembly decides with simple majority of the votes of the present full members, unless otherwise provided for in other provisions of these Articles of Association. Resolutions on the modifications of the Articles of Association require the consent of three quarters of the full members present. In case of equal votes, a motion is deemed refused.

7.7 Minutes, which have to be made available to the members in English, have to be drafted on the resolutions of the General Assembly by the administrative office and have to be signed by the President. The signed minutes will be kept at the seat of the EUMA and copies will be sent to all members within two months as of the General Assembly.

 

  1. Extraordinary General Assembly

The Presidium and also one fifth of the members with voting rights may demand the convocation of an extraordinary General Assembly indicating exactly the item on the agenda desired. The President then has to convene the extraordinary General Assembly within a deadline of 4 weeks, indicating the place and the date of the meeting. The agenda of an Extraordinary General Assembly contains only items for which it was convened.

 

  1. Presidium

9.1 The Presidium consists of:

  • the President
  • the Deputy-President
  • three other Vice-Presidents

9.2 The number of seats in the presidium is limited to one member per country. Officers are elected for a period of four years each. A single re-election is possible.

9.3 The Presidium shall meet every time the interests of the Association so require, upon convocation by the President, and at such time and place as determined in the convening notice. If the President is unable or unwilling to convene the Presidium, the meeting shall be convened by the Deputy-President or if the Deputy-President is unable or unwilling to do so, by the oldest Vice-President.

9.4 The convening notices shall be sent to the members via regular mail or via any other means of written communication (including e-mail) at least fourteen calendar days in advance. The convening notices shall contain the agenda, date, time and place of the meeting of the Presidium.

9.5 The President – in case of his hindrance the Deputy-President – represents the EUMA externally and ensures together with the administrative office that the business is properly conducted. The Presidium draws up its own rules of procedure as well as an internal distribution of business. Both have to be notified to the member-associations. Legal transactions between the members of the Presidium and the EUMA require the consent of the Presidium. The auditors have to make a report at the General Assembly regarding these transactions.

9.6 The Presidium shall conduct the business of the EUMA. It shall carry out all tasks that are not allocated to another body of the EUMA by the Articles of Association. The following matters fall within its sphere of action:

  • Execution of the decisions of the General Assembly;
  • Drafting of a multi-year plan and of a financial plan;
  • Drafting of an annual plan / budget as well as drafting of an accountability report and establishment of a statement of account;
  • Preparation of the General Assembly;
  • Convocation of the ordinary and extraordinary General Assembly;
  • Administration of the assets of the EUMA;
  • Employment and dismissal of employees of the EUMA;
  • The regulation and the supervision of the activities of the administrative office;
  • Creation of commissions for topics referring to paragraph 2 of these Articles of Association.

9.7 In the Presidium, all members have one vote each; transfers of votes are not possible. The Presidium reaches its quorum when more than half of its members are present. The resolutions are adopted with single majority. In case of equality of votes, the vote of the President shall be decisive.

9.8 Minutes, which have to be made available to the members in English, have to be drafted on the resolutions of the Presidium and have to be signed by the person chairing the meeting. The signed minutes will be kept at the seat of the EUMA.

 

  1. Auditors

10.1 Two auditors are elected by the General Assembly for the duration of four years. The auditors shall not belong to a body – with the exception of the General Assembly – the activities of which shall be object of the audit.

10.2 The monitoring of the current business as well as the control of the financial management of the EUMA as regards the adequacy of its accounting and the use of funds in accordance with the Articles of Association shall be incumbent upon the Auditors.

10.3 Legal transactions between the Auditors and the association require the approval by the General Assembly.

 

  1. Administrative Office

11.1 The conduct of the business of the EUMA in compliance with the guidelines and the instructions of the bodies of the EUMA shall be incumbent upon the administrative office. The administrative office exercises its activities under the supervision of the President. The Presidium may give instructions to the Head.

11.2 The Head of the administrative office is appointed by the Presidium and exercises an advisory function at the General Assembly and at the Presidium.

 

  1. Arbitration Court

12.1 The Arbitration Court within the EUMA shall be responsible for the settlement of all disputes arising out of the relationship of full members, associated members and collaborating organizations with the EUMA.

12.2 The Arbitration Court consists of three members of the EUMA. It is formed in a way that one of the parties in dispute indicates the Presidium a member as arbitrator in writing. Upon request of the Presidium within seven days, the other party in dispute names a member of the Arbitration Court on its part within 14 days. After notification by the Presidium within seven days, the arbitrators named elect a third member as chairman of the Arbitration Court within 14 days. In case of equality of votes, the lot decides among the persons proposed. The members of the Arbitration Court shall not belong to a body – with the exception of the General Assembly – the activity of which is object of the litigation.

12.3 The Arbitration Court pronounces its decision after having heard both parties in presence of all its members with single majority of the votes. Its decisions are final within the association.

 

  1. Voluntary Dissolution and liquidation

13.1 The voluntary dissolution of the EUMA and the liquidation may only be resolved at a General Assembly and only by three-quarters of the votes validly cast.

13.2 In case of voluntary dissolution or annulment of the EUMA, in case of liquidation, or in case of cessation of its existing purpose, the assets of the EUMA shall fall to a corporation under public law or another tax-privileged body in order to use such for the education designed to responsible alpinism which balances the interests of the mountaineers with the requirements of a prudent use and sustainable development of the mountain regions and their life-forms.

13.3 Resolutions on the distribution of the assets of the EUMA shall only be implemented after having obtained the consent of the Internal Revenue Service.

 

Annex 1 to Articles of Association of the European Union of Mountaineering Associations (EUMA)

Bylaws

Criteria for differentiation between full members and associated members within one country

  • Number of individual members
  • Number of huts and shelters owned by the federation
  • Number of climbing walls
  • Membership in the National Olympic Committee or other national umbrella organization (sports, environment)
  • Length of maintained foot paths (when applicable)

Countries admitted for membership (full and associated membership)

  • All countries which are member of the European Union
  • All countries which belong geographically to Europe with a minimum part of 20% of their total country size
  • Countries which are candidate to the European Union may become associated members according to § 3.2 of the Articles of Association