Statutes of the European Hydrogen Association:
TITLE I: CONSTITUTION, SCOPE, FUNCTIONS

ART. 1 – DENOMINATION
An Association is set-up between the undersigned under the name of European Hydrogen Association (E.H.A., hereinafter called the ” Association “).

ART. 2 – CHARACTER
The Association is an independent, international not-for-profit organisation, without any political, religious or racial discrimination. It is governed by the Belgian law of 27th of June 1921 (articles 46 and following), as amended by the law of 2nd of May 2002.

ART. 3 – DURATION
The Association is set up for an unlimited duration. It may however be dissolved at any time, as may be decided by the General Assembly, under the conditions set forth in article 21.

ART. 4 – HEAD OFFICE
The head office of the Association is domiciled at 1200 Brussels, Avenue Marcel Thiry 204. The head office may be transferred to any other place in Belgium if the Board of Directors decides so and provided this decision is published in the ” Annexes du Moniteur belge”.

ART. 5 – MISSION AND OBJECTIVE
The mission of the Association is to promote the role of hydrogen in the energy system in Europe. The Association contributes to the introduction of sustainable energies and processes for the benefit and for the safeguard of the interest of the citizens through the promotion of the use and development of hydrogen technology in Europe, particularly in co-ordination with relevant European national associations and by serving as a European wide platform for the membership. All the services of the EHA are provided to all the members on an individual basis.

ART. 6 – TASKS
The objective of the Association shall be met by means of:

Information collection and dissemination,
Communication and promotion of hydrogen related
benefits in Europe,
Coordination of activities at European level,
Representation,
Identification of expertise,
Education and training,
Organisation of seminars, conferences,
as well as by any other means as accepted by the General Assembly. An annual programme of activities shall be developed by the Board and endorsed by the General Assembly. …

TITLE II: MEMBERSHIP
ART. 7 – MEMBERSHIP
Article 7.1 Membership categories
Membership is restricted to national associations, organisations, and individuals supporting the mission and objectives of the Association. The membership of the Association shall consist of the following classes of members:

1. Voting Members:Shall be:

Association Members: shall be national hydrogen associations of European countries set up as legal entity. Only one national association shall be allowed per country.
Sustaining Members – Category A: shall be organisations (except national Associations) interested in taking an active role in the Association and having the right to apply for a position as Member of the Board of Directors.
Supporting Members – Category B: shall be organisations (except national Associations) interested in taking an active role in the Association, without having the opportunity to apply for a position as Member of the Board of Directors.
Supporting Members – Category C: shall be organisations (except national associations or commercial organisations) such as regional bodies, cities etc who have expressed a strategic intent to take a prominent lead in the transition of a geographic area towards a hydrogen economy. Each Voting .
Each Voting Member shall appoint one designated representative to represent it at the General Assembly.
2. Non-Voting Members: Shall be:

Individual Members: shall be individuals with permanent residence in Europe interested in taking an active role in the Association.
Honorary Members: shall be individuals with permanent residence in Europe who have distinguished themselves by their achievements in the sense of the objectives of the Association, as may be admitted by the Board of Directors to Honorary Membership.
Non-member organisations may also benefit from EHA the activities of the members by paying for a specific service fee (e.g. for seminars, conference, brochures…)

Article 7.2 Obligations and Rights of Members
7.2.1. Rights and obligations of Voting Members:
7.2.1.1. Voting Members essentially have the following rights:

To be informed of the activities of the Association;
Elect Board Members;
To attend General Assemblies and other meetings held to deal with matters of general interest;
To formulate proposals for action aiming at the realisation of the goals of the Association;
To know the financial situation of the Association;
To vote on matters which require voting decisions.
7.2.1.2. Voting Members also have, among others, the following obligations, and they will fulfill their obligations according to the Belgian law or the statutes herewith:

To attend the meetings to which they are invited by the decision making bodies;
To act in respect of the statutes of the international Association;
To pay their contributions for the good functioning of the Association as established in the Association Internal Rules;
To act with fidelity and ethics for all tasks for which they could have been elected;
To respect the Belgian, European, and international laws and act in full compliance with the Association Internal Rules and Code of Conduct.
7.2.2. Rights and obligations of Non-voting Members
7.2.2.1. Non-voting Members essentially have the following rights:

To be informed of the activities of the Association;
To attend with advisory powers the General Assembly and other meetings to which they are invited by the decision making bodies;
To formulate proposals for actions aiming at the realisation of the goals of the group;
To know the financial situation of the Association.
7.2.2.2. Non-voting Members also have, among others, the following obligations, as they will fulfill their obligations according to the Belgium law of the statutes herewith:

To attend the meetings to which they are invited by the decision making bodies;
To act in respect of the statutes of the international Association;
To pay their contributions for the good functioning of the Association as established in the Association Internal Rules;
To act with fidelity and ethics for all tasks for which they could have been elected;
To respect the Belgian, European, and international laws and act in full compliance with the Association Internal Rules and Code of Conduct.
ART. 8 – ADMISSION OF A MEMBER
Every application for membership shall be submitted in writing to the Board of Directors, which shall decide to accept or refuse it within three months of receipt of the application. The rejection of an application shall be based on objective reasons notified to the applicant. The final admission is subject to the payment of the annual membership fee within 30 days from the communication date of admission. The application for membership implies the full compliance with and acceptance of the statutes, Internal Rules, and Code of Conduct of the Association.

ART. 9 – TERMINATION OF MEMBERSHIP
Membership may be terminated by:

Resignation addressed in writing to the Chairperson of the Association with a delay of 2 months before the end of the calendar year;
Death or loss of civil rights for an individual;
Bankruptcy, insolvency, or dissolution, for whatever reason, for a corporation;
Exclusion for persistent lack of payment of the membership fee, after the concerned member has been enjoined by registered letter to have to effect the payment within 2 months, on pain of exclusion;
Exclusion decided by the Board of Directors for serious motivation, after the concerned member has been invited by registered letter to come to the Board and give explanations;
Loss of specific qualities provided for in Article 7.
Members excluded due to lack of payment may be re-admitted after payment of the fee and of the penalty decided by the Board.

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TITLE III: ORGANISATION OF THE ASSOCIATION
ART. 10 – GENERAL ASSEMBLY
The General Assembly is open to all Voting and Non-voting members of the Association who have duly paid their membership fees. Each Voting Member representative shall have one voting right at the General Assembly. In case of absence, any representative of a Voting Member may confer powers to another representative of a Voting Member to represent him at the General Assembly. The representatives of other membership categories shall have no voting right at the General Assembly. In case of absence, a Member of a specific membership category may be represented by another Member of the same category. No proxy shall represent more than three Voting Members.
The Board of Directors calls the General Assembly at least once a year, at the latest six months after the end of the fiscal year. Notice of the General Assembly, including the Agenda, shall be given in writing at least 1 month before the date of the meeting. The reports of the Directors on the affairs of the Association, including the accounts of the last fiscal year, shall be distributed with the convocation. The Agenda shall be drafted by the Board of Directors.
The General Assembly is chaired by the Chairperson of the Board of Directors, or the oldest Vice-Chairperson present at the meeting in the absence of the Chairperson. Should the Chairperson and both Vice-Chairmen be absent, the General Assembly shall be chaired by the oldest member of the Board of Directors present at the Meeting. The reports of the Directors on the affairs of the Association, including the accounts of the last fiscal year, are submitted to the General Assembly for approval. The General Assembly votes on the budget and the membership fees of the next fiscal year and decides on the matters on the agenda.
The General Assembly elects the Board of Directors as and when provided for in
Article 12. At any General Assembly, a quorum of one third of the Voting Member representatives shall be present in person or represented. Should this quorum not be met, a second General Assembly shall be called with the same agenda and a minimum notice of 3 weeks. No quorum shall be required for the second call.
Decisions of the General Assembly shall be taken at the majority of the votes of present or represented Voting representatives. In case of an equality of votes, the vote of the Chairperson shall be determinant. Every question shall be decided by a show of hands unless a written ballot be demanded by any Voting Member representative. The minutes of meetings shall be signed by the Chairperson, duly recorded, and sent to all the Members.

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ART. 11 – EXTRAORDINARY GENERAL ASSEMBLY
An Extraordinary General Assembly may be called by the Board of Directors or by at least one third of the Voting Member representatives. An Extraordinary General Assembly shall be called to decide on the modification of the statute or the dissolution of the Association. Any modification of the statutes shall enter into force providing it complies with Art.50§3 of the law and has been published in the “Annexes du Moniteur belge” in conformity with Art. 51§3 of the law. The Extraordinary General Assembly is open to the members of the Association in the same conditions as provided for in article 10. Notice of the Extraordinary General Assembly, including the agenda, shall be given in writing at least 1 month before the date of the meeting. The Chairperson chairs the Extraordinary General Assembly.
At any Extraordinary General Assembly, a quorum of half of the Voting Member representatives shall be present in person or represented. Should this quorum not be met, a second Extraordinary General Assembly shall be called with the same agenda and a minimum notice of 3 weeks. No quorum shall be required for the second call. Decisions of the Extraordinary General Assembly shall be taken at a majority of two thirds of the votes of present or represented Voting Member representatives. Every question shall be decided by a show of hands unless a written ballot is demanded by any Voting Member representative. In case of dissolution of the Association, the Extraordinary General Assembly shall appoint a liquidator to liquidate the assets and liabilities of the Association. The Extraordinary General Assembly shall decide on the devolution of the net assets of the Association. The minutes of meetings shall be signed by the Chairperson, duly recorded, and sent to all the Members.

ART. 12 – BOARD OF DIRECTORS
12.1. The Association shall be managed by a Board of Directors consisting of:

A minimum of four and a maximum of six Association Member representatives
A minimum of four and a maximum of seven Sustaining Member representatives
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A member of the Board may be represented by another member of the Board of the same membership category. No member shall represent more than one third of the total number of members of the Board.

12.2. Two additional Board representatives may be elected if needed, upon decision by the General Assembly.

12.3. The Board of Directors is elected for two years by the General Assembly, after nomination by the Nominating Committee (Article 14). The mandate of a Board Member can be renewed for a maximum of two times.

12.4. The Board of Directors shall elect among its members an Executive Committee consisting of:

One Chairperson
Two Vice-Chairmen, one representing an Association Member and one representing a Sustaining Member
One Treasurer
If and when needed, additional Members of the Board may be elected as Executive Committee members. The size of the Executive Committee shall not exceed 6 members.

12.5. The Members of the Board are not entitled to any remuneration for their functions in the Board.

12.6. Should an elected member of the Board of Directors leave his seat vacant for whatever reason, the Nominating Committee shall propose a substitute among the Voting Member representatives of the Association. Substituted Board Members must be confirmed at the next General Assembly, if their term does not end then anyway.

12.7. Competence of the Board of Directors
The Board of Directors is entrusted with all powers to administer the affairs of the Association except those powers reserved for the General Assembly by the present statute.
In particular, the Board of Directors:
a. Calls the General Assembly;
b. Appoints the Executive Director.
c. Is responsible for the management of the operations and administration of the assets of the Association;
d. Concludes or causes to be concluded for the Association, in its name, any contract that the Association may lawfully enter into;
e. Proposes to the General Assembly to set up and modify the Internal Rules and Code of Conduct;
f. Decides to accept or refuse all applications for membership;
g. Nominates Honorary Members
h. Appoints members of the Nominating Committee
i. Decides on the exclusion of members from the Association as provided for in Article 9;
j. May invite to attend its meetings, in an advisory capacity, any person as it may judge useful for some specific points of the agenda;
k. May decide to create Working Committees; the chairpersons of such Working Committees shall be invited to the Board to report on the works of their Committees.

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ART. 13 – NOMINATING COMMITTEE
Three Members of the General Assembly shall be appointed by the Board to sit on the Nominating Committee. The Nominating Committee receives the applications from Association Members and Sustaining Members and suggests to the General Assembly a list of potential Board members for the following period. The assessment of the Nominating Committee is based on the current Board composition, required competencies, and complementarity needed for the Board of Directors to conduct its mission in an efficient manner. The Nominating Committee shall make its assessment report available to the General Assembly. The Nominating Committee may seek for external assistance and expertise to make its assessment.

ART. 14 – EXECUTIVE COMMITTEE
14.1. Chairperson
The Chairperson is the legal representative of the Association. He effects all deeds that are not specifically reserved for the statutory bodies or that are delegated to him by such bodies. He represents the Association in all legal proceedings. He may take legal actions against somebody or effect compromises only with the prior approval of the Board of Directors. The Chairperson may delegate his power of representation for a specific deed to another member of the Board of Directors. The Chairperson calls the meetings of the Board of Directors.
He chairs the General Assembly.

14.2. Vice-Chairpersons
The Vice-Chairpersons assist the Chairperson in the execution of his functions. The oldest Vice-Chairpersons present at the meeting shall replace the Chairperson in case of absence of the Chairperson.

14.3 – Treasurer
The Treasurer is in charge of the supervision of the finances and bookkeeping of the Association and works in close cooperation with the Executive Director to achieve that. He manages the assets of the Association, effects all payments, and collects all amounts due to the Association in cooperation with the Executive Director.

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ART. 15 – MEETING OF THE BOARD OF DIRECTORS
The Chairperson calls the meetings of the Board of Directors at least four times a year. A meeting must be called on demand provided it is required by at least one third of the Directors and reasons for such a meeting are clearly stated.
Notice of such meetings, including the agenda, shall be given in writing at least 14 days before the date of the meeting.
The Board of Directors may hold meetings at such places as it may decide. At any meeting of the Board of Directors, a quorum of one third of the Directors shall be present in person or represented, provided that at least three Directors are present in person. Should this quorum not be met, a second meeting of the Board of Directors shall be called with the same agenda and a minimum notice of 14 days. No quorum shall be required for the second call. The Chairperson reports to the Board of Directors about the activities since the last meeting. Decision-making: Whenever possible, and especially for decisions having an impact on external matters, decisions of the Board of Directors shall be reached by consensus. Should a vote be necessary, in principle for internal matters, each Board representative has one voting right. Decisions of the Board of Directors shall be taken at the majority of the votes of present or represented Directors. In case the number of Sustaining Members is higher than the number of Association Members, a quorum of four fifth of Association Members can block a decision.
The minutes of meetings shall be signed by the Chairperson, duly recorded, and sent to all the Board members.

ART. 16: EXECUTIVE DIRECTOR
16.1. The Executive Director shall not be a member of the Association.

16.2. The Executive Director shall be appointed by the Board. The Executive Director shall be a person individually contracted by the Association, or a service company, appointed by the Board. The service company shall appoint as part of its staff and with the agreement of the Board a professional acting as Executive Director and supported by other professionals.

16.3. The Executive Director shall be invited to participate in Board and Executive Committee meetings as well as General Assembly meetings with no voting right.

16.4. The Executive Director may be remunerated by the Association.

16.5. The Executive Director shall be in charge with the implementation of the decisions of the Board and shall report to the Board in the running of daily operations. Among other tasks the Executive Director is in charge of the correspondence and records of the Association. (S)he drafts the minutes of the General Assembly and Board of Directors meetings and generally all documents related to the operation of the Association, except bookkeeping. The Executive Director shall proactively carry out all the tasks (s)he is charged by the General Assembly and the Board, respectively. It is his/her duty to make known all facts coming to his attention, which concern the general interests of the Association to the Board for the attention to the General Assembly. The Executive Director shall be entitled to submit proposals to the Board and the General Assembly.

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ART. 17 – AUDITORS
An internal Auditor shall be elected by the General Assembly among the Voting Members. The Auditor shall not be member of the Board of Directors. His mandate shall be of one year. The duty of the Auditor shall be to check the accounts and the financial situation of the Association. Specifically, (s)he shall check the compliance of the financial items with the laws in force, with the present Statutes and with all the provisions as emanated by the Board of the Association. He shall check the accounts each year after the end of the fiscal year and before the subsequent General Assembly and shall do extraordinary checks at any time as and when (s)he deems it necessary. If requested by the General Assembly, (s)he must give his opinion on the management of the funds and carry out any mission specifically requested of him, in conformity with the present Statutes. The Internal Auditor shall report to the General Assembly. The Board of Directors shall not exclude him/her from t he Association during his/her term. Separately the Board shall entrust one or more independent and external auditors to the control of the financial situation of the Association, the annual accounts, and the accuracy, with regard to the law and the statutes, of the operations in the annual accounts if the Association responds to the criteria provided by law. If not applicable, the nomination of an external auditor is optional.

ART. 18 – ANTI-TRUST ISSUES
Each member of the Association is participating in the work of the Association following the international anti-trust working rules as set out in the Association’s Code of conduct. In case of anti-competitive behaviour, a member can be excluded from the Association. The Board of Directors is responsible for drafting and amending the Association Code of Conduct and shall require the assistance of a legal advisor if needed.

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TITLE IV: FINANCE
ART. 19 – FINANCING
The resources of the Association may consist of:

Membership fees of its members, as decided by the General Assembly;
Income produced by its assets;
Grants, including of financial nature, that may be allocated to the Association by individuals, corporations or public authorities;
Specific resources that may be created through the activity of the Association, such as organisation of conferences, meetings or other events;
Any other resources as may be authorised by law.
The fiscal year is equal to the calendar year.

TITLE V: GENERAL PROVISIONS
ART. 20 – INTERNAL RULES AND CODE OF CONDUCT
The Board of Directors may set up and modify Internal Rules and a Code of Conduct to precise the application of the present statute. All members of the Association shall comply with these Internal Rules and Code of Conduct.

ART. 21 – JURISDICTION
The competent jurisdiction for all legal proceedings concerning the Association shall be the jurisdiction of the seat of the Association.

TITLE VI: Dissolution and liquidation
ART. 22 – DISSOLUTION
The dissolution of the Association can take place if decided by the General Assembly which meets the quorum for an extraordinary meeting and with the majority specified for it. The meeting shall decide on the liquidation of the assets of the Association. Should there, however, be any assets remaining, they should be used for non-profit purposes. Brussels,19th April 2005 (Signatures)

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