Articles of Association (AoA)

European Mountaineering Association

European Mountaineering Associations (EUMA)

Articles of Association (AoA)

Preamble

The leading European national mountaineering organisations on 25th of November 2017 formed 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 organised competitive sports which have developed from mountain sports and activities.

The association sees itself primarily as representing members' interests vis-a-vis authorities of the European Union (EU), the European Parliament and regional cross-national organisations in all matters that directly or indirectly concern the objectives of the association and/or its members. Therefore, the association promotes 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 directives and in the legislative procedure of the European Union relating to the objectives of EUMA. The seat of EUMA has to be in a country which is a 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 include 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 association is named European Mountaineering Associations (abbreviation: "EUMA").

1.2 EUMA is created as a Non-Profit Organisation and entered in the register of associations.

1.3 EUMA has its seat in Munich, Germany.

1.4 The financial year of EUMA is the calendar year.

1.5 The language of EUMA is English.

 

  1. Purpose

2.1 EUMA actually and exclusively pursues charitable purposes, within the sense of the paragraph "Steuerbegünstigte Zwecke" of the German fiscal code. Its activities are not aiming at generating profits. Any surplus has to be exclusively used for the purpose under these Articles. Members do not receive any grants from EUMA funds. No person may be favoured by expenses that are alien to the purpose of EUMA or by disproportionately high remuneration.

EUMA is neutral from a party political point of view and represents the principles of ideological and ethnical tolerance.

2.2 The purpose of EUMA consists in the promotion of sustainable mountaineering and sustainable development of mountain regions. EUMA promotes responsible access to and conservation of climbing areas. EUMA promotes the cooperation between the member federations.

2.3 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 organisations in all matters that directly or indirectly concern the objectives of EUMA and/or its members. This representation is based on the principle of subsidiarity.

2.4 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 EUMA is primarily achieved by:

  • regular exchange of information and experiences in all fields of mountaineering activities, the infrastructure linked therewith (hiking and mountain trails, mountain huts, shelters and bivouacs and rock-climbing areas) and in the field of the protection and sustainable development of mountain regions. This also includes the systematic recording and archiving of the relevant information;
  • the organisation 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 and continuous expansion of contacts to institutions of the EU and the European Parliament;
  • participation in the decision-making processes in order to draft directives and laws in the EU and the representation in relevant committees associated therewith;
  • 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 those of its members in order to create 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 organisation of public relations 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 organisations vis-a-vis institutions of the European Union and the European Parliament;
  • and, regular and consistent communication cooperation with organisations of similar purpose and intent.

 

  1. Members (admission, resignation, exclusion)

3.1 Full members

3.1.1 There will be only one full member per country.

The following listed 23 organisations are the founding members (in alphabetical order):

Albania - Albanian Mountaineering Federation (FSHALTM), Austria - Austrian Alpine Club (ÖAV), Belgium - Climbing and Mountaineering Belgium (CMBEL), Croatia - Croatian Mountaineering Association (HPS), Cyprus - Mountaineering and Climbing Federation of Cyprus (KOMOAAP), Czech Republic - Czech Mountaineering Association (CHS), France - Federation of French Alpine and Mountain Clubs (FFCAM), Germany - German Alpine Club (DAV), Greece - Hellenic Federation of Mountaineering and Climbing (EOOA), Italy - Italian Alpine Club (CAI), Liechtenstein - Liechtensteiner Alpine Club (LAV), Malta - Malta Climbing Club (MCC), Montenegro - Mountaineering Association of Montenegro (PSCG), Netherlands - Royal Dutch Mountaineering and Climbing Club (NKBV), North Macedonia - Mountaineering Federation of North Macedonia (FPSM), Norway - Norwegian Climbing Federation (NKF), Poland - Polish Mountaineering Association (PZA), Romania - Romanian Alpine Club (CAR), Serbia - Mountaineering Association of Serbia (PSS), Slovakia - Slovak Mountaineering Union (JAMES), Slovenia - Alpine Association of Slovenia (PZS), Spain - Spanish Mountain Sports and Climbing Federation (FEDME), and United Kingdom - British Mountaineering Council (BMC).

3.1.2 Further full members can only be admitted if they:

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

3.2 Associated Members: Associated Members are those mountaineering organisations of a country in which a full member of EUMA already exists. Mountaineering organisations from countries which don’t have a seat in Europe but are candidates for the European Union may become associated members.

3.3 Possible criteria for differentiation between full members and associated members within one country when two or more organisations from the same country apply in parallel for membership are:

  • number of individual members
  • number of huts and shelters owned by the organisation or for which the organisation is responsible
  • number of rock-climbing areas
  • length of maintained hiking or mountain trails
  • recognition as representative of Mountaineering Sports from the National Sports Authority
  • membership in the National Olympic Committee or other national umbrella organisation (sports, environment)

3.4 Collaborating Organisations: Collaborating Organisations may be organisations directly or indirectly involved in mountaineering on an international or European level.

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

3.6 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.

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

3.8 Motions for expulsion from 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 expulsion 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 organisations are entitled to participate in all events of EUMA and use the facilities of 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 request a copy of the Articles of Association.

4.4 At least one fifth of the full members may request 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 accounts 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 EUMA and to omit anything that could harm the reputation and objectives of 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 and Auditors. These persons must be members of a full member organisation.

 

  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, the calculation type and the amount of the fees and levies require the consent of three quarters of the full members present.

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

5.3 The expenses of the Presidium, the Auditors, Heads of Regional Councils, Heads of Expert Groups, and the Arbitration Court are borne by EUMA, according to the guidelines. Travel and related costs of other members of the bodies and of delegates shall be borne by the sending member organisations.

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

 

  1. Bodies

The bodies of 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 EUMA and is held at least once a year.

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

7.3 The General Assembly is convened in writing or electronically by the President and presided by the same. Members must ensure that an up-to-date e-mail address of their member organisations is always stored at the EUMA office. 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 to the inclusion of the items in the agenda by a 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, the General Assembly is not entitled to vote about the change of Articles of Association, 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 membership fees, the calculation method, and the amount of the levies of the members;
  • the approval of the annual plan and the budget;
  • the admission and exclusion of members;
  • the adoption of resolutions on motions given;
  • the election and removal of members of the Presidium and of the auditors;
  • the dissolution of regional councils by a three-quarters majority vote;
  • the determination of the hosting organisation of the General Assembly;
  • the determination of the seat of EUMA;
  • modifications of the Articles of Association of EUMA;
  • the dissolution of 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-organisation may be represented by the delegate of another member-organisation being duly entitled to vote by means of a written proxy. Only one proxy per member organisation is allowed. Members of the Presidium, Associated Members, collaborating organisations, heads of regional councils and appointed members of expert groups have no voting rights in the General Assembly. Members of the Presidium may not represent member organisations.

7.6 The General Assembly decides with a 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 rejected.

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 EUMA and copies will be sent to all members within two months from the date of the General Assembly.

 

  1. Extraordinary General Assembly

The Presidium or 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 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 longest serving Vice-President.

9.4 The convening notices shall be sent to 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 and the Deputy-President represent EUMA externally and in and outside court. They are the Board of Management within the meaning of § 26 BGB (German Civil Code). Both are authorized to represent EUMA acting alone. The President and the Deputy-President ensure 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 organisations. The internal distribution of business includes the shared understanding that the Deputy-President shall represent EUMA only in case of hindrance of the President. Legal transactions between the members of the Presidium and 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 EUMA. It shall carry out all tasks that are not allocated to another body of EUMA by the Articles of Association. The following matters fall within its responsibility:

  • 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 EUMA;
  • Employment and dismissal of employees of EUMA;
  • The regulation and the supervision of the activities of the administrative office;
  • Creation of expert groups for topics referring to paragraph 2 of these Articles of Association and approval of guidelines for expert groups;
  • Decision relating to admission of Regional Councils and confirmation of their rules of procedure;
  • Appointment special project working groups for a limited time.

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 a 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 EUMA.

9.9 At least twice per year the heads of any regional councils and the heads of any expert groups shall be invited to a coordination meeting by the Presidium.

 

  1. Auditors

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

10.2 The monitoring of the current business as well as the control of the financial management of 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 of the General Assembly.

 

  1. Arbitration Court

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

11.2 The Arbitration Court consists of three members of EUMA. It is formed when one of the parties to the dispute proposes a member as arbitrator to the Presidium in writing. Upon request of the Presidium and within seven days, the other party to the dispute names a member of the Arbitration Court on its part within 14 days. After notification by the Presidium within seven days, the named arbitrators jointly elect a third member as chairman of the Arbitration Court within 14 days. In case of equality of votes, lots will be drawn in order to decide 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 the object of the litigation.

11.3 The Arbitration Court announces its decision after having heard both parties in the presence of all its members with a simple majority of votes. Its decisions are final within the association.

 

  1. Regional Councils and Expert groups

12.1 EUMA full member organisations can form Regional Councils to pursue regional objectives or tasks (e.g. deal with issues at regional level, exchange of examples of good practice, participation / observer role in the Alpine Convention, Carpathian Convention and similar conventions). The prerequisite is that at least three (3) member organisations join to form a Regional Council where more than 50% must be full members.

12.2 Regional Councils may adopt rules of procedures. These rules must be approved by the Presidium.

12.3 Regional Councils may fix their own, separate membership fees, which are shown in the EUMA budget. These membership fees are to be exclusively used by the respective Regional Council to fulfil its tasks according to EUMA accounting rules. Membership fees could cover their own personnel and/or non-personnel costs.

12.4 The Regional Council elects a head representing this council in EUMA bodies. The head of the Regional Council has to be a member of a member organisation of EUMA. The head of a Regional Council participates in the coordination meetings where objectives and tasks of the Expert Groups and other topics are discussed.

12.5 Regional Councils may establish their own Working Groups for topics referring to paragraph 2 of these Articles of Association at their cost.

12.6 For topics referring to paragraph 2 of these Articles of Association the Presidium may establish Expert Groups with defined temporary objectives to fulfil specified tasks. Areas of responsibility include, among others:

  • EU matters,
  • hiking and mountain trails,
  • mountain huts, and
  • rock climbing areas.

12.7 The number of Expert Group members shall be limited to four (4) persons. If required, an unlimited number of corresponding members (representatives of full, associated and collaborating members or partner organisations) may be consulted or called in. The Presidium appoints heads of expert groups.

12.8 Main tasks of Expert Groups could be the preparation of draft strategies, opinions and recommendations regarding EU documents, as well as to follow and promote examples of good practices.

 

  1. Administrative Office

13.1 The conduct of the business of EUMA in compliance with the guidelines and the instructions of the bodies of EUMA shall be incumbent upon the administrative office. The administrative office headed by the Secretary General, exercises its activities given by the Presidium under the supervision of the President.

13.2 The Secretary General is appointed by the Presidium and exercises an advisory function at the General Assembly and at the Presidium.

 

  1. Voluntary Dissolution and Liquidation

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

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

 

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