CHAPTER I Name, registered office, object, composition Article 1 - Name The association is a not for profit international association (AISBL) called International Committee of the Decorative Laminates Industry", abbreviated to ICDLI. This association is governed by chapter III of the Belgian law of 27 June 1921 concerning not for profit associations, not for profit international associations and foundations. Article 2 - Registered Office The registered office of the Association is established at 4 rue de la presse, 1000 Brussels. It can be transferred to any other locality in Belgium by simple decision of the plenary assembly published in the annexes to the Moniteur belge (Belgian Official Gazette). Article 3 - Objectives The Association pursues the following objectives: the development of standards concerning decorative laminates; the publication of technical documents concerning decorative laminates The activities that the Association proposes to implement in order to achieve its aims are the following: preparing and promoting technical and scientific studies in the domains of the decorative laminates industry (international designation of the standard products: HPL - High Pressure Laminates) and in accordance with the directives of the plenary assembly; setting out the points of view of the HPL industry to international organisations; researching and establishing the basic techniques and scientific principles for the standardisation and the classification of products and their applications have the aim of supplying the consumer with a continuously improved product; contributing to investigations and to understanding problems linked to the environment, in relation with the HPL industry. Article 4. Term The Association is formed for an unlimited term. It can be dissolved at any time following decision of the plenary assembly. Article 5. Composition The Association is composed of at least four bodies: the plenary assembly; the presidential committee; 1
the general secretariat; the commissions. Chapter II Members, admissions, resignations, exclusions, undertakings Article 6. Members The Association counts at least two categories of members: regular members and associate members. All businesses manufacturing decorative laminates based in Europe may become members of the Association, on condition of selling five million square metres p.a. in the decorative laminates. All business or all institutions having a legitimate interest in decorative laminates, such as suppliers, producers of machines and test laboratories may become associate members of the Association. In these Articles of Association, the words decorative laminates mean HPL high pressure laminates conform to EN 438 respectively laminates having at least the properties of quality type 222 (= vertical degree ) according to EN 438. The number of members is not limited, it being understood that the minimum is settled at two members. Article 7. Affiliation Applications for affiliation both to become a regular member and to become an associate member must be sent in writing to the Association. The Presidential Committee may propose new members, whether regular or associate, to the plenary assembly. The plenary assembly decides upon the admission of new members both as regulars and as associates. By their adhesion, the regular and associate members accept these Articles of Association, as well as all decisions of the Association not conflicting with their vital interests and they undertake to conform thereto. Article 8. Rights and obligations of members 8.1. Obligations The members will make every effort to actively participate in the realisation of the Association's objectives and will abstain from any action capable of impeding the realisation of these objectives. The members are bound to respect the Articles of Association, the code of conduct of the Association as well as all decisions, directives, notably those relative to competition law, and internal rules of the Association. All the members, regulars and associates, are obliged to pay the annual membership fee defined on the basis of the Association's contribution system. 2
The regular members are obliged to participate in the statistical statements and to name a responsible person who regularly provides the Association with the information requested. 8.2. Rights The members will be fully informed of the activities of the Association and of the steps taken in the context of the representation of the common interests of the Association and may obtain any information concerning the activity of the Association upon simple request. The regular members will participate in the plenary assemblies in the manner specified at Article 12 of these Articles of Association and there they may formulate in this manner all requests falling under the competence of this instance. The representatives of the regular members may be elected to any post within the Association. Only regular members have the right to vote. Associate members do not have a right to vote. They may participate in plenary assemblies, commissions and working groups as advisors. The representatives of the associate members may not exercise a post within the Association. Article 9. Resignation and exclusion Any member is free to give its resignation. In order to be admissible, the resignation must be sent by recorded delivery letter to the Presidential Committee of the Association to the address of the registered office and give prior notice of a period running up until the end of the current calendar year, subject to the condition that a period of notification of six months shall have been given in advance by recorded delivery letter. Any member not fulfilling the conditions of affiliation defined at Articles 6 and 7 of these Articles of Association is considered as having validly presented its resignation, which takes effect from the moment when the member concerned ceases to fulfil the said conditions. Following an investigation conducted by the Presidential Committee, a member which commits a serious breach of these Articles of Association, of a decision or of an internal rule of the Association exposes itself to its exclusion from the Association. The exclusion of a member is pronounced upon proposal of the Presidential Committee by the plenary assembly, after having heard the defence of the party concerned. The decision of the plenary assembly is reasoned and without appeal. Members who are excluded or who resign have no right over the Association's assets. Resigning members are bound to fulfil their obligations to pay the membership fee vis-à-vis the Association up until the expiry of the prior notice period in question at paragraph 1 of this Article. Article 10. Liability of members The members do not contract any personal obligation and are not liable for the obligations contracted by the Association beyond their membership fee for the current year. 3
Chapter III Plenary Assembly Article 11. Competence The plenary assembly is the sovereign body of the Association. The following are notably within the competence of the plenary assembly ruling in ordinary form: defining the plenary policy of the Association and of the activities of the Association; electing and revoking the appointment of the president and the other members of the Presidential Committee; discharging the Presidential Committee and the general secretary; electing the auditors; admitting regular and associate members; examining and approving the income and expenditure accounts and the balance sheet; examining and approving the budgets, the mode of allocating the membership fees both for regular members and for associate members as well as fixing the amount of the membership fee for each of them; the setting of the date and place for the next ordinary plenary assembly. The following are notably within the competence of the assembly ruling in extraordinary form: excluding regular and associate members; amending the Articles of Association; voluntarily dissolving the association. Article 12. Composition Each plenary assembly, whether it acts as an ordinary plenary assembly or an extraordinary assembly, is composed of all the members of the Association. Only regular members have the right to vote, in accordance with Article 8 of the Articles of Association. Associate members may participate in the plenary assemblies without voting rights. Article 13. Holding of the Ordinary Plenary Assembly At least one ordinary plenary assembly per year must be held. The place and date of the ordinary plenary must be determined during the preceding assembly. Article 14. Initiative of Calling the Extraordinary Plenary Assembly With the exception of what is specified at Article 17 herein below, in terms of amending the Articles of Association, the extraordinary plenary assembly may be called: at the request of the president; at the express request of at least three regular members who shall notify their request by letter sent to the President, specifying the agenda which must be addressed. 4
Article 15. Convocation The regular members and associate members are called, by the general secretary, to the ordinary or extraordinary, plenary assemblies, in writing at least one month before the date specified for the plenary assembly. The notifications contain the agenda. The plenary assembly may only deliberate on questions which appear in its agenda. However, for reasons of urgency, questions which do not appear in the agenda may be examined with the unanimous agreement of the regular members present or represented. Article 16. Committee - Quorum The plenary assembly is chaired by the president, and in the event of impediment by the vicepresident. The ordinary plenary assembly only meets validly if the majority of regular members are present or represented. If this quorum is not achieved, a second plenary assembly may be called within a period of one month which may deliberate validly irrespective of the number of votes of members present or represented, and which deliberates definitively and validly on the proposition in question. Article 17. Exclusion of Members - Amendment of the Articles of Association - Voluntary Dissolution Any proposal having as its object an exclusion of a regular or associate member, an amendment to the Articles of Association or the dissolution of the association must be issued in writing by the presidential committee or by at least thirty percent of members of the Association. The extraordinary general assembly can only validly deliberate on its agenda if it brings together two thirds of the regular members. No exclusion of a member, amendment of the Articles of Association or dissolution shall be passed if it is not voted for by a majority of three quarters of the regular members present or represented. However, if this extraordinary general assembly does not bring together two thirds of the full members, a new extraordinary general assembly may be called within a period of one month which may deliberate validly if half of the full members are present or represented, and which shall rule definitively and validly on the proposal in question. Article 18. Majorities All the regular members have an equal right to vote, with each one having one vote. In the event of a hung vote, the President has the casting vote. The decisions of the ordinary plenary assembly are validly taken on the simple majority of votes issued by the regular members present or represented, except in the case of the more rigorous conditions of quorum and majority specified by the law or by these Articles of Association. The decisions of the extraordinary plenary assembly are validly taken on the three quarters majority of votes issued by the regular members present or represented, except in the case of the more rigorous conditions of quorum and majority specified by the law or by these Articles of Association. 5
Article 19. Representation Any member who is unable to attend may grant a proxy to another person, whether a member or not, in order to represent it at a meeting of the assembly. Article 20. Minutes The decisions of the plenary assembly are recorded in the minutes. A copy of the minutes of each plenary assembly is sent to each regular member within the month following the plenary assembly. Chapter IV - Presidential Committee, General Secretariat and Commissions Article 21. Composition The Association is administered by a presidential committee composed of three persons: a president and two vice-presidents. The two vice-presidents are the president of the technical commission and the president of the public relations commission. The president of the presidential committee is responsible for implementing the decisions of the presidential committee. The president is elected by the plenary assembly for a term of three years and can to be re-elected. The presidential committee is chaired by the president who, in the event of impediment, is replaced by a vice-president who shall act in the capacity of president. The mandates are exercised without remuneration and the representatives may not derive any personal profit from their office. Article 22. Competence The mission of the presidential committee is to realise the objectives of the Association in the context of the mandates set by the plenary assembly. The presidential committee in particular: prepares the ordinary and extraordinary plenary assemblies; determines the means to implement and execute the decisions taken by the plenary assembly; makes reports to the plenary assembly; appoints and revokes the appointment of the general secretary; defines the tasks of the general secretary and supervises his management; takes the initiative of creating commissions, committees and groups of experts authorised to prepare a position on determined points to be proposed to the plenary assembly; may propose new members to the plenary assembly; develops the annual budget; establishes the directives for the policy and actions as well as the rules of procedure; represents the Association vis-à-vis third parties. 6
The presidential committee meets when convened by its president or by the vice-president, at least once per year. The convocations, which contain the agenda, are sent by ordinary letter or by e-mail. The presidential committee can only validly deliberate if the majority of its members are present or represented. The resolutions of the presidential committee are taken on the majority of members of the presidential committee present or represented. A member of the presidential committee may be represented by another member of the presidential committee. In the event of a hung vote, the president or the person who replaces him has the casting vote. The resolutions of the presidential committee are recorded in the minutes and conserved by the general secretary who will keep them available to the presidential committee. Article 23. Representation of the Association For all acts relative to the daily management of the Association, this latter is validly bound with regard to third parties under the sole signature of the president, a vice-president, or the general secretary. The acts which bind the Association, other than those of daily management, are signed, in the absence of special delegation, by the president and the vice-president, or in the event of impediment of the president, by both vice-presidents. The right to enter legal proceedings both in the capacity as claimant and as defendant is exercised by the presidential committee, represented either by its president, by the vicepresident, or by a special agent. The president and the vice-president do not contract any personal obligation by reason of their post and are only liable for the execution of their mandate. Article 24. General Secretariat The general secretary is appointed by the presidential committee. The general secretary is entrusted with the daily management of the Association, under the authority of the president. In accordance with the rules of procedure established by the presidential committee, the general secretary works respecting the instructions of the presidential committee and is responsible before this latter. The general secretary executes the resolutions of the plenary assembly and the presidential committee. The general secretary is authorised to participate at the regular assemblies, the meetings of the presidential committee and the meetings of the commissions as a consultant. The general secretary manages the assets of the Association and communicates in time the proposed budgets to the presidential committee. Extraordinary expenses exceeding the budget require approval from the presidential committee. 7
Article 25. Commissions The Association has two permanent commissions: the public relations commission and the technical commission. Each commission shall propose a candidate president to the plenary assembly. Between meeting, the president is fully responsible for the coordination of the work. Each member is entitled delegate to the representatives of the commissions. The quorum and voting conditions of the plenary assembly are applicable within the commissions. The plenary assembly determines the tasks of the commissions. The meetings of the commissions depend on the programmes of work which are entrusted to them. The commissions must establish reports relative to the respective work of the last twelve months during the following plenary assembly. Ad hoc commissions may also be created. Chapter V Annual Accounts, Budget, Auditors Article 26. Corporate Financial Year The corporate financial year runs from First January to Thirty First December of each calendar year. Article 27. Annual Accounts On Thirty First December of each calendar year, the accounts are drawn up and the financial year is closed. The income and expenditure accounts and the balance sheet are established by the presidential committee and submitted by this latter to the approval of the plenary assembly. This approval discharges the presidential committee. The favourable excess belongs to the Association. It may be carried forward or allocated by decision of the plenary assembly to a reserve or a special fund. Article 28. Auditors The general assembly elects two internal auditors each year. Each year the auditors examine the accounts and the documents relating thereto for the purposes of discharging the presidential committee and the general secretariat. The audit report must be established in writing. Chapter VI Dissolution, Liquidation Article 29. Dissolution Only an extraordinary plenary assembly may decide to dissolve the Association. During the course of the same deliberation the extraordinary plenary assembly appoints one or more 8
liquidators. The Association is dissolved in accordance with the statutory provisions when it has less than two members. Article 30. Allocation of the Available balance In the event of dissolution of the Association, the extraordinary plenary assembly decides without appeal to which not for profit association (whether international or not), it will allocate the available balance. Chapter VII Miscellaneous Provisions Article 31. Interpretation If difficulties arise relative to either the letter or the meaning of the Articles of Association, or on the subject of resolutions taken by the Association, they will resolved in an extraordinary or ordinary plenary assembly. Article 32. Miscellaneous For all the points not governed by these Articles of Association, the Association makes reference to the Belgian legislation on not for profit international associations. 9