Statute of the Association EUROPÄISCHE GESELLSCHAFT FÜR NACHHALTIGE LABORTECHNOLOGIEN - EGNATON e.v. (EUROPEAN ASSOCIATION FOR SUSTAINABLE LABORATORIES) (1) The association has the name: I. General 1 Name of the Association Europäische Gesellschaft für Nachhaltige Laboratortechnologien EGNATON e.v And the English name: European Association for Sustainable Laboratories (2) The association is to be registered into the register of associations. (3) Seat of the association is Bensheim. General area of jurisdiction and area of jurisdiction with complaints from the membership relationship is Darmstadt. (4) The financial year is the calendar year. (5) In the case of disputes the German expenditure of the statute is valid. 2 Purpose of association (1) The association promotes, develops and spreads world-wide sustainable technologies and processes when planning, building and operating of laboratories. The association realizes its purposes in particular through: a) establishing a European network to gain sustainable and future-proof laboratories, b) supporting national sustainable laboratory networks, c) creating a vision, and supporting implementation of, the sustainable European laboratory of the future, based on the needs of all stakeholders, i.e. users, owners, operators, designers and official bodies, d) supporting the development of, and enable exchange of best practice and ideas between national sustainable laboratory associations or networks, e) supporting the development of certification and standardization schemes, and regulations, which promote and take into account the features of sustainable laboratories and develop greater international harmonization where this supports the previous objectives, f) the development of training, provision of guidance and other means and produce recommendations for action in terms of planning, building, and operating of sustainable, future proof and efficient laboratories. 1
(2) The association is justified to pursue the above mentioned purposes also by the engagement of subsidiaries or in the framework of co-operation with other bodies or national places. 3 Commitment to a Common Public Interest (1) The European society for sustainable laboratory technologies (in the following EGNATON called) pursues the promotion of environmental protection, health protection and sociocultural goals. The voluntary obligation to high quality goals of laboratories and the applied technologies aim at maximizing positive effects for society and nature by the enterprise from laboratories and of minimizing negative effects. Before this background EGNATON commits itself to serve the public in their acting and promote these. The self obligation to the non-profit character is this requirement following explained rule for all activities. EGNATON particularly represents the goals of its members, i.e. resourcesprotective of establishing and of operating pollution free and economical laboratories special considering of the security, health and comfort of the laboratory users and their interactive requirements, as well as expectations from the social surrounding field. These goals are promoted by action guidelines and possibly international quality certifications and appropriate education and research measures instrumentally and partly against payment. For these reasons EGNATON under according to tax law points is not non-profit and can issue no certificates of donation. (2) EGNATON is not confessional, a party and connect-politically neutral. All means of EGNATON may be used only for the statutory purposes. The members do not have a portion of the property of the association. The offices for association are with exception of the management and their coworkers honorary offices. (3) It may not a person by expenditures, which are strange to the purpose of the association be favored by disproportionately high remuneration. These expenditures can be refunded to members, which perform connected activities on behalf of the association with expenditures. (4) The members do not have requirements on reimbursement of inserts or donations with their separating or with the liquidation of the association. II. Membership 4 Membership (1) The association has a. Regular members, b. Group members, c. Partial members, d. Promoting members, e. Honor members A condition of each membership is the readiness to support the statutory goals of the association. (2) Regular member of the association can become each person of age as well as bodies institutes, scientific institutions, unincorporated firms, finance companies or other legal 2
entities, which are connected due to their activity in a special way to laboratory technologies. Legal entities must designate a representative, who exercises the membership by their organs/representatives entitled to act as substitute. (3) Group member of the association can become each legal entity, whose controlling body is regular member. Legal entities must designate a representative, who exercises the membership by their organs/representatives entitled to act as substitute. (4) Partial member of the association can become each natural person of age, who is connected in a special way to laboratory technologies and acts alone for purposes, which cannot be assigned to their commercial or vocational activity; in particular full time students are seized. (5) Promoting member of the association can become each natural and legal entity. Legal entities must designate a representative, who exercises the promotion membership rights by their organs/representatives entitled to act as substitute. (6) Honor members can become natural persons, who are deserved in terms of the association purpose. Honor members enjoy all rights of a regular member, without being obligated to the payment of dues. 5 Acquisition of the membership A condition for the membership is a written application for membership to the management. (1) The management decides on the request after free discretion. The membership begins with the acceptance of this request. The refusal of the request can take place without indication from reasons. Against the refusal decision the person concerned can request the decision of the executive committee. (2) The right to vote begins immediately after beginning of the membership. 6 Completion of the Membership (1) The membership expires with death, by liquidation, withdrawal or by exclusion. (2) The withdrawal requires a written explanation in relation to the management. The withdrawal is permissible only to the end of the financial year. It must be explained at the latest three months before end of the financial year. (3) The exclusion of a member takes place via resolution of the executive committee. It is permissible, if a member offends effectively against the interests of the association or in other way the association purpose endangered. It is also permissible, if a member with of more than one year annuity is in arrears and was reminded twice in writing by the management. Between both reminders must have been a period of at least one month. The second reminder must contain the menace of conclusion. Against the written justified decision of the executive committee the concerned person can call the meeting of the members within one month after entrance by written request with the management. This decides finally. (4) With completion of the membership all rights and claims of the member expire on participation in the property of the association or payments from the same and on participation at the mechanisms of the association. 3
7 Contributions (1) The income of the association consists in particular of annual membership dues, voluntary allowances, the yields of the property of the association, those proceeds of meetings the association purpose serves if necessary of the fees arising for qualifications, certifications and accreditations in the framework of the organization and assignment of the quality character or other services. (2) Regular and promoting members as well as group and partial members pay an annuity. (3) The amount of the annuity for regular, group and partial members is decided by list of a regulation of charges of the executive committee. (4) The annuity is due to January 1st. With acquisition of the membership during one financial year the contribution is due within one month after the admission into the association. It is to be paid proportionately, if the membership begins or ends during one financial year. For the punctual payment of dues the punctual entrance on the association account is relevant. Each member, that did not pay the annuity up to this deadline, is in the delay. (5) The executive committee can free a member completely, partly or occasionally from the obligation to pay contribution, if thereby the association purpose is not endangered and personal and economical conditions of the member appear required to let. (6) The contribution for promoting members is agreed upon before the admission with the executive committee. III. Organs of the Association 8 Organs of the Association The organs of the association are in the following order: a) The executive committee, b) The management, c) The cash examiners, d) The specialized committee with chairman, e) Working Groups and chairmen f) The certification committee, g)the meeting of the members. Beyond that the executive committee is justified to nominate advisory advisers in order to be able to use external expert knowledge structured. The members of the advisers are selected by the executive committee; they must not be members of the association. The advisers give themselves an adviser order, which requires the permission of the executive committee to its effectiveness. The organs of the association preferably communicate in the English language. 9 Executive Committee (Board) (1) The executive committee consists of six selected members and the managing director. 4
(2) From the executive committee the president and two further executive committee members and the managing director in the sense according 26 BGB are justified to the judicial and agency out of court. (3) The president and the two further executive committee members are however only at the community level entitled to act as substitute. The executive committee elects the two further members entitled to act as substitute from its center. However entitled to act as substitute in the sense 26 BGB for judicial and agency out of court alone is only the managing director. (4) The executive committee can be extended or made smaller by resolution of the meeting of the members dependent on the member development. (5) The executive committee members are appropriately to represent if possible the groups of interests and occupation of the laboratory technology industry represented in the membership. (6) From its center the executive committee selects the president and vice-president. (7) The executive committee is selected by the meeting of the members. To be selected are only regular members of the association or their organs and representatives. The term of the honorary office of the executive committee members amounts to two years. If the membership in the association before expiration of the term of office ends, then automatically also the membership in the executive committee ends. (8) Executive committee members, whose term of office ran off, remain in the office, until to their place new executive committee members are selected and the office has taken over. With separating an executive committee member before expiration of the term of office the remaining members form the executive committee, until for the remainder of the term of office in the next meeting of the members a substitute choice took place. With separating the president or vice-president the executive committee up to the substitute election from its center elects a president or a vice-president. (9) The executive committee is responsible beyond the tasks and powers mentioned in the remaining statute for the following affairs of the association: a) Representation of the association, b) Engagement, recall and control of the management as well as conclusion, completion and completion of the articles of employment of the management, c) Co-ordination and integration of the different specialized topics as well as possible determination of the baselines of advancement, introduction, organization and execution of a certification system with that the observance of Sustainability criteria are proven and certified, d) Practice of the executive committee in the technical and certification committees, e) Engagement and recall of members in the technical and certification committees, f) Creation of advisers, order of their members and permission of adviser orders, g) Instruction resolutions to the management, h) Reason and examination of the budget and the business reports, i) Decisions over controversies in connection with certifications. 10 Executive Board (Management) (1) The management consists of the managing director and its deputy. The managing director is a member of the executive committee. (2) The management is appointed by the executive committee to indefinite time and can be recalled by this according to the work contractual agreements with the management and rules pertaining to labor law at any time by majority decision of the executive committee. 5
(3) The management is responsible for all affairs of the association, as far as they are not transferred to another organ of the association by statute. In particular it is responsible for the following affairs: a) Operate the office, b) Commercial tasks, like collection of contributions, fees and other demands, accounting and cash management. List of a budget and a cash report, c) Office-organizational support of the executive committee and the committees, d) Organizational preparation and execution of the meeting of the members, e) Editorial responsibility to the publication of publications or a member magazine f) Conversion of the instruction resolutions of the executive committee, g) Agency and conversion of the association and association purpose in all national and international relevant committees, h) Organization and execution of marketing actions, congresses, actions for further education and public work, i) If necessary controlling of the development of a certification system in the sense of the association purpose, j) Advertisement of members at home and abroad, k) The management provides for the minutes of meetings and resolutions of all organs of the association and collects minutes appropriately. If the management should not participate in meetings, it designates a recording clerk. l) The management contract regulates further tasks. (4) The management can become salaried active. Each salaried member of the management has requirement on the conclusion of a work contract and is appropriate, effectively and the task for remunerated. The association is represented regarding the conclusion the liquidation and the completion of the employment by the executive committee. A secondary or a fee activity salaried management member is permissible only with agreement of the executive committee. The management is entitled to employ for the completion of their tasks further coworkers. (5) The management meets on invitation of the managing director. The summoning must take place, when a member of the management it requires. Resolutions can be seized only under agreement of the managing director. (6) The management participates with at least one member in the meetings of the executive committee with voting power, so far not over the appointment, recall or the employment relationship of the management member is advised. 11 Cash Examiners (1) The association has two cash examiners, who do not belong to the executive committee. (2) The meeting of the members selects the cash examiners for one term of office of two years. It is honorary. (3) The cash examiners examine the record keeping of the association time near before the annual meeting of the members and submit its report of the member meeting. (4) The cash examiners have at any time entrance to the books and the cash of the association. 6
12 Specialized Committee (1) The specialized committee consists of the chairmen of the working groups and a chairman, as well as at least one member of the management. Chairman of the specialized committee must not be a member of the executive committee. (2) Only regular members and/or group members of the association can be appointed into the committee. The membership in the Specialized Committee is honorary. (3) The specialized committee is responsible for the objectives in the working groups and the advancement of the association purposes and their spreading. (4) For the conversion of its tasks the specialized committee can educate individual councils to the specialized topics. A committee member places the executive committee of the responsible council. The members of the advisory board are honorary appointed by the specialized committee into the advisers. Members of the advisory board do not have to be a member of the association. 13 Working Groups (1) The Executive Committee establishes working groups to work on specific objectives of sustainability. (2) The members in the working groups shall be experts in the accordant objectives. (3) Each working group elects out of its members a chairman for the period of two years with the option of two reelections. 14 Meeting of the Members (1) The meeting of the members takes place at least once in the year. (2) The president determines place, time and the agenda of the statutory meeting of the members. He invites the members in writing or electronically under adherence to one period from four weeks and announces thereby the agenda. (3) An extraordinary meeting of the members can be called up at any time by the executive board, if the interest of association requires or if at least 20% of the members request this in writing to the address of the executive board under indication of the purpose and the reasons. The meeting must take place at the latest two months after receipt the request. The term for the convening of the member meeting is - so far the circumstances permit or the statute something else determines - only two weeks. (4) Each member can request at the latest one week in writing before the meeting of the members with the president an addition of the agenda. Requests, which the president rejects, are to be submitted to the meeting of the members for decision. Over requests, which do not stand on the agenda, the meeting of the members can decide only if at least two thirds of the voters present in the meeting of the members agree with it. (5) The meeting is chaired from the president or one of his determined deputies. (6) The meeting of the members has tasks apart from further tasks described in the statute in particular following: a) Election of the executive committee in the long run of two years. Re-election is permissible, b) Election of the specialized committee on proposal of the executive committee in the long run of two years. Re-election is permissible 7
c) Election of the cash examiners of two years, re-election is permissible in the long run, d) Recall of the executive committee or the specialized committee, e) Adoption of resolutions over the budget set up by the management, f) Receipt of the cash report of the management, the test report of the cash examiners and the distribution of the discharge. These points must stand in each case on agenda of the first meeting of the members in the year, g) Adoption of resolutions over the change of the statute and over the liquidation of the association, h) Adoption of resolutions over the requests, i) Award of honorary memberships, j) Decision after statutory calling of the meeting of the members. (7) Each regular member and each honor member have a voice (voter of members). Voters of members can let themselves represented by representatives due to written authority. Each representative may exercise the right to vote for maximally two voters of members. The chair man determines the kind and form of votes and elections. (8) Promoting members, as well as group and partial members do not have right to vote. (9) Resolutions and elections are seized with simple majority of the delivered voices. With equality of votes a request is valid as rejected, or an election does not take place. Abstentions are not counted. If no candidate can unite the simple majority of the delivered voices on itself with elections, a run-off ballot is to be accomplished between the two candidates with the highest number of votes. (10) For the choice of the executive committee the chair man can intend a list election, in order to ensure a balanced formation of the executive committee according to 9 Abs.2 of the statute. IV. Amendment to the Articles of Association and Liquidation 15 Amendment to the Articles of Association (1) An amendment of the articles of the statutes can be decided only with a majority by two thirds of the present voters of members. (2) An amendment of the articles of the statute can be decided only, if in the invitation to the meeting of the members concerned these agenda items were announced and the text of the change was announced with the invitation. 16 Liquidation (1) The liquidation of the association takes place via resolution of an extraordinary meeting of the members, whereby three quarters of the published members must tune, which can be called up for this resolution, at least however two thirds of the voters of members for the liquidation. The validity of the resolution presupposes that the meeting of the members under designation of the resolution article was called up with an invitation period by four weeks. (2) For the completion of the business after the liquidation resolution two persons selected by the meeting of the members with simple majority will appointed. (3) In the case of liquidation or abolition of the association or renunciation of the commitment of a common public interest after 3 to the non-profit character the assets are given to a 8
non-profit German institution, determined by the liquidators under the condition it is used for scientific purposes or purposes of the education. Leuven, December 5 th 2011 9