Constitution

EFEE
Constitution
Made up of the Articles of Association and Bylaws
Combined together for working purposes

I. Name and headquarters of the organization
Article 1
An organisation under the name Europäischer Sprengverband – EFEE, European Federation of Explosives Engineers, (Fédération) Européenne des Specialistes du Minage exists within the jurisdiction of the Landespolizeidirektion Wien (Referat Vereins-, Versammlungs- und Medienrechtsangelegenheiten). It is entered under the registration number (ZVR-Zahl) 635276217.

The legal address of the headquarters of the organisation is:
Liechtensteinstraße 22a/26, 1090 Wien, Austria.

By-law
The legal address of the federation is Vienna in Austria.
The address of the federation for conduct of business shall be that of the Secretariat or an address as decided by the General Meeting.

Article 2
The official languages are English, French and German.

By-law

There are three official languages.
The language for all meetings and day to day documents and correspondence shall be in English.

II. Aim of the Federation
Article 3
The primary objectives of the Federation are:
a) Promotion of standardisation and harmonisation of explosives training in Europe.
b) Promotion of explosives technology in all fields related to this technology.
c) Promotion of a Pan European Certificate of Competence for Shotfirers regarding the blasting work with explosives ultimately, to create a European Shotfiring Certificate.
d) Promotion of safety, health, environment and security in the field of explosives technology.
e) The fostering of the image of the profession as well as good relations and co-operation with related associations.
f) Collaboration on the development of laws and regulations within the EFEE field of activities.

The Federation is politically neutral.

By-law

The primary objectives of the Federation concern the development of good practise, harmonisation of rules and regulations in Europe for the use of explosives in the civil sector. The training of staff and labour is of utmost importance with a view to the required qualifications and training programmes of the shotfirer.
a) Promotion of standardisation and harmonisation of explosives training in Europe.
This includes the preparation of standard requirements for the training of specialities like rock blasting, demolition and others. Furthermore, EFEE and their members should participate in relevant discussions on the topic, the distribution of papers and the general information on training.
b) Promotion of explosives technology in all fields related to this technology.
EFEE, through its members, has access to research results, papers presented at national conferences and methods utilised by the industry throughout Europe. It is an EFEE member obligation, in committee or council meetings, to bring important new information forward and than for the actual meeting to react with a view to the federation objectives.
c) The promotion of The Pan European Certificates of Competence for Shotfirers regarding the blasting work with explosives.

d) Promotion of safety, health, environment and security in the field of explosives technology.
EFEE will distribute to its members available information on incidents and accidents with a view to improvements. The EFEE World Conferences shall – as possible – focus on safety aspects as a part of the programme.
e) Fostering of the image of the profession, as well as good relations and co-operation with related associations.
EFEE supports reliability, competence, due consideration of ethical and environmental aspects related to the use of explosives. EFEE will emphasize on such aspects in its deliberations.

f) Collaboration on the development of laws and regulations within the EFEE field of activities.
Most EFEE member countries have adopted the ADR rules for transportation of explosives. EFEE will focus on any additional regulations in the various countries, as well as practise and follow up of ADR or additional local regulations

III. Method
Article 4
The Federation shall seek to achieve its aims by:
a) Establishing and developing committees for designated segments of the aims of the federation.
b) Establishing and updating of specified work plans with target dates.
c) Provide assistance to members.
d) Organising and conducting conferences and special events.
e) Public relations and media work.
f) Co-operation with related associations, organisations and bodies.
g) Contacts and cooperation with EU bodies.

By-law

a) The method of achieving the aims of the federation is strongly influenced by the available resources. Hence flexibility and pragmatic approach is necessary. The Federation will to large extent rely on voluntary work through work committees each covering segments of work. Some of these are standing committees supported by participants with special interest and competence within the actual segment.

b) Plans, resources, requested budget allocations, target dates, progress reports and output shall be presented to the Council for review and decisions.

c) Providing assistance to members.
EFEE may assist individuals/groups seeking to establish a society, a symposium, a conference or similar. EFEE may also render support through participation in domestic events. To render general expertise in technical matters is beyond the scope of the federation. EFEE may, however, in collaboration with its members, establish a list of experts and expert companies available for individuals or companies looking for expert assistance.

d) Organising and conducting conferences and specialist events;
The intention is to present quality information to the participants in a setting common for similar events and at affordable prices.
The European dimension is of importance.
The selection of venue shall be based on proposals from member countries.
The conferences and other events shall, when possible, be a risk/profit sharing joint venture between EFEE and the national member association of the selected country.In the unlikely event of a loss EFEE shall be responsible.
EFEE run conferences: EFEE will cooperate with the actual National Society for assistance in organising and running the conferences.
The Conferences are conducted in English

e) Public relations and media work.
The Marketing Committee shall be developed to handle such matters based on a policy document, the working plan and the budget allocations. The web page will provide general information of EFEE, its activities and EFEE news. Further to be included are presentations of member societies, their activities and selected technical achievements. The EFEE newsletter with two to four numbers per year shall focus on news from EFEE and member societies. The President of EFEE being the responsible editor may – during his period in office – transfer his duty to a co-editor or establish an editing committee.

f) Co-operation with related associations, organisations and bodies.

g) EU liaison.
Contact and as possible cooperation with EU bodies on relevant matters shall be given due attention. The contacts shall be based on competence and as possible on accepted policy documents.

Article 5
The financial resources consist of:
a) Annual subscriptions from members.
b) Income from specialist events.
c) Proceeds from publications.
d) Voluntary donations.
e) Proceeds from merchandise
f) Other

By-law

EFEE is a non-profit organisation; the participation and the work contributed are based on members rendering services for free.

a) Annual subscriptions from members
The annual subscription fee shall be decided by the AGM for the following year based on a proposal from the Board that again is related to the proposed annual budget for the same year. The fees will be invoiced early January and are payable by end of January.
b) Income from special events
This may be income from conferences, seminars, courses, or similar, and issuing of shotfirer certificate. For special EFEE events a guiding rule will be to operate in a joint venture with the host country member society or the actual partner.
c) Proceeds from publications
The financing of EFEE publications shall be either allocations in the budgets and/or special charged fees for conference proceedings or paid advertisements. Proceeds beyond above are looked upon as a bonus.
d) Voluntary donations.
Such donations shall be accounted for.
e) Proceeds from merchandise
Merchandise items shall be marked with EFEE emblem or any related joint venture emblems.
f) Other
Other income in accordance with the objectives of EFEE and with approval of the Board.

IV. Members
Article 6
Members must have a legitimate direct or indirect relationship with the profession utilizing explosives.
There are seven types of membership of the Federation:
a) National Association membership.
b) Corporate membership.
c) Individual membership.
d) Student membership.
e) Retired membership
f) Associate membership.
g) Honorary membership (See Article 16 below)

By-law

EFEE is an open federation with the limitation that:
(i) Members must have a legitimate relationship to the blasting profession.
(ii) Members have accepted the EFEE Articles of Association and the By-laws.

There are seven membership classes in the Federation.

a) National Association Membership.
Such member shall be a leading society in the actual country. Application for membership shall include pertinent information like name of the society, addresses, information as to the structure and aims of the association, the board and the members. An application shall be discussed in a marketing committee meeting with a concluding advice to the Board and then formally decided in the first upcoming Council Meeting.
b) Corporate membership.
Such members include National Associations, Corporations, Institutes, Governmental bodies, Agencies etc. The application shall include pertinent information similar to above. The Board will process the application.
c) Individual membership.
Subject to available vitae, addresses, relationship to explosives and blasting the Board will decide and inform.
d) Student membership.
Students in an EFEE context would be individuals in an education process related to the EFEE activities. (Students in vocational schools, undergraduate up to master study level.)
e) Retired membership
Retired person can apply for senior membership. Board decide according to item c) and inform the Council.
f)Associate membership.
Can be held by international non-profit organizations that serve EFEE members’ interests. To qualify for Associate Membership of EFEE the organisation should help EFEE to achieve its aims according to the EFEE Constitution. An Associate member cannot use their association with EFEE for the purpose of financial gain. Election to associate membership shall be by invitation and only after unanimous approval of the Board and ratification by the Council. Organisations that are Associate Members are only entitled to the EFEE Newsletter and official information. Associate Members shall be exempt from any annual membership fee unless the Board at its discretion levies a membership fee for Associate Members as determined by prevailing circumstances.
h) Honorary membership (See Article 16 below)

National Association members as well as Corporate members shall appoint their delegates as to the work in EFEE.

All members of the federation have access to the AGM and Council meetings. All members and delegates are wished welcome to contribute to special projects, standing or ad hoc committees. Members/delegates are advised to contact the secretariat or the actual committee of his/hers interest. The committee shall soonest explore the situation and the options for participation or contribution to the actual committee/project.

V. Organisation
Article 7
The legislatory body of the Federation is the Annual General Meeting.
Other bodies are:
a) The Council
b) The Board
c) Standing committees and Ad Hoc project committees
d) Secretariat

By-law

The legislatory body of the Federation is the Annual General Meeting.
The meetings are open to members save restrictions imposed due to practical problems. Speaking and voting is limited to the delegates with voting rights.
Other bodies are:
a) The Council Meeting.
The meetings are open to members save restrictions imposed due to practical problems. Voting is limited to the delegates with voting rights.
b) The Board
Participants are the Directors of the Board and the Secretary General. The Board may invite a committee representative(s) for discussions on special issue(s). Voting is limited to the elected Board members.
c) Standing committees and Ad Hoc project committees.
These are:
(i) Committees for the general operation of EFEE. (Election, audit).
(ii) Committees covering the aims of the Federation.
(iii) Ad Hoc committees to cover special projects or events.
d) Secretariat
To assist the federation in its work it is established a Secretariat. The Secretary is expected to serve the Board and the Committees in communication matters.

The AGM has the power to discharge Board and Audit and Election Committee members within an election period if not appropriate for the assignment. The voting will follow the rules for extraordinary decisions.

Article 8
Annual General Meeting (AGM)
The AGM shall be convened once a year. The meeting shall take place in the spring. The call for the meeting shall take place at least 4 weeks in advance.

Agenda for the AGM:
a) Election of the Chairman for the meeting.
b) Approval of the call for the AGM and the presented agenda.
c) Approval of the Annual Report.
d) Approval of the Finance Report and the Audit Report.
e) Approval of the Annual Working plan and the Budget for the following year.
f) Election of the Board, the Audit Committee and the Election Committee
g) Other items.

Other items that must be specified are any other matter that in agreement with the Articles of Association and/or the By-laws must be decided by the AGM.

Any member may request items to be included in the agenda for the AGM provided such request setting out its purpose and the proposed decision is received by the Board. No resolution can be passed on matters not included in the agenda, or on matters lacking the required documentation.

For urgent matters an Extraordinary General Meeting (EGM) may be organised by invitation of the Board or at the request of half of the National Member Societies, provided that such a request is submitted in writing to the Board, setting out its purpose. Procedures shall be the same as for an ordinary AGM.

By-law

Annual General Meeting
The Annual General Meeting (AGM) of the Federation shall be held once a year, generally in the spring. The date and place will be chosen, generally and so far as possible, during the AGM of the preceding year, but not later than three months ahead of the meeting. The call for meeting with agenda and meeting documents shall be organised by the Board, be made in writing (mail, facsimile, e-mail) and be distributed not later than four weeks ahead of the meeting date. Voting delegates are on reception of the documents and within a time limit of two additional weeks entitled to submit supplementary agenda items stating intentions and draft resolutions. The Board shall immediately distribute the modified and final agenda to the delegates. Items not included in the final agenda may not be resolved.

An Extraordinary General Meeting (EGM) shall be organised by invitation of the Board or at a request to the Board by at least 10 National Societies, provided that such a request is submitted in writing to the Board, setting out its purpose. The meeting shall take place not later than 10 weeks after the request is submitted to the Board. The Board shall prepare and distribute Call for meeting with relevant documents as for an ordinary AGM.

Agenda for the AGM:
a) Chairman for the Meeting
The Chairman of the AGM shall normally be the President of the Federation. If the President is unable to participate or for other reasons cannot chair the meeting, the Delegates may propose and elect his substitute from the other Board members or from the voting delegates.
b) Approval of the call for the AGM and the presented agenda.
c) Approval of the Annual Report
The annual report shall be prepared by the Board and be annexed to the Call for meeting. The report shall state names of the Board members and their period of office; the meetings that took place during the year and shall give a resume of the Board meetings, the activities of the committees and their meetings.
d) Approval of the Financial Report and the Audit Report
The Financial report shall consist of Balance sheet, P & L accounts, bank statements and the Auditor’s report.
Approval of the Annual Working Plan and the Budget for the following year.
The working plan shall give a realistic view on planned activities, necessary resources, expected output and progress estimates. Budget must correspond to the planned activities. Membership and Conference Fees must be decided. Differentiation of conference fees and travelling allowance amounts due to membership, committee work or similar shall be decided by the AGM for the following year based on a proposal from the Board according to the proposed annual budget.
e) Elections
Election of Board, Audit Committee and Election Committee.
f) Other Items.

These are items that according to their character must be handled by the AGM.

Articles of association must from time to time be updated to serve the further development of the federation. Amendments are concluded by the AGM on proposals annexed to the Call for meeting. Any member may propose amendments to the Articles of Association, such proposals must, however, be submitted to the Secretariat not later than three months ahead of the meeting. The Secretariat shall immediately forward the proposal to the Board and the Constitution committee for comments and action.

Article 9
Council meetings
Members of the Council are the delegates representing the National Society Members with standard voting rights and the delegates with additional voting rights elected by the Corporate and Individual membership classes. Council meetings are ordinarily held twice a year. The Council deals with:
a) Items related to “III. Method” as defined in Article 4 above.
b) Other items. Such items must be specified in the agenda.
c) Any other business. These are matters proposed during the Council meeting subsequent to the deliberations in the committee.

By-law

The Council Meetings
The Council Meetings, usually twice a year, shall be organised by the Board with the same participants and procedures as for the AGM. The agenda shall reflect the aim of the federation, technical ongoing work, the committee and project reports, the establishing of new projects, receiving final reports from Ad hoc groups, establishing and/or dissolving committees. It is expected that conclusions in committees, reports etc. are based on merit and consensus. If necessary a vote shall take place. Voting procedures are the same as for the AGM.

Article 10
The Board
The Board shall consist of the President, the Vice-President, the Past President, Treasurer and up to four Board members.

The Board has the following tasks:
a) Organisation of the work of the Federation as intended by the Articles of Association, the By-Laws and in agreement with decisions of the AGM and/or the Council.
b) Execution of the day-to-day Federation matters.
c) Convening the meetings of the Federation with submittal of agendas and supporting documents.
d) Preparation of the accounts.
e) Preparation of a Working Plan and the corresponding Annual Budget.
f) Responsibility for the external representation of the Federation; the legally binding signature for the Federation is in accordance with the laws and regulations in which country the legal address is registered.

By-law

The Board
The Federation aims at a Board composition reflecting geographical and professional diversity. All members of the federation are eligible for office subject to the candidate either being a delegate of a National Society or having been active in the federation during a period of not less than two years. Active in this context is understood to be the participation in one or more of the committees of the federation.

The Board shall meet as business requires at the invitation of the President who shall specify the agenda, place and time. The meeting shall be convened at least 14 days in advance; in urgent cases, reduction of this time period shall be permitted. Valid Board meetings require the presence of the majority of members. The resolutions are made with a simple majority. In the event of a tied vote, the President gives the casting vote.

As needed or convenient, the Board may also pass resolutions without physical meetings, by circulating the documents on subject matter, provided detailed minutes stating the circumstances, the call, the relevant documents, the proposed resolution(s), any modifications, any objections and the full text of the passed resolution, eventually signed by all Board members. Minutes of the Board meetings shall be kept and made avaiable to Council once approved by the Board members.

The Board has the duty to:
a) Conduct business of the federation in agreement with the Articles of Association, the By-laws, the decisions made in the AGM and the Council meetings
b) Organize the management and monitoring the interests of the Federation.
c) Handle the annual accounts and the financial resources of the Federation
d) Call meetings and to prepare and distribute the relevant documents for the AGM and the Council Meetings.
e) Prepare budgets and progress plans.
f) In external representations the legal signatures will normally be the President and the Vice-President, or the President and the Treasurer. The Treasurer may sign correspondence with the Register of Associations or the Home Office in the country where EFEE is registered.

Article 11
Voting rules
The following shall apply to elections and decisions:
a) For elections and ordinary decisions the simple majority of those voting are valid.
b) For extraordinary decisions a majority of two-thirds of the votes is required. Extraordinary decisions are:
a.i. Changes of the Articles of Association or the By-Laws.
a.ii. Decision about the disbanding of the Federation.
a.iii. Decision on a merger with another organisation.
a.iv. Discharging of Board, Audit or Election committee members.
c) In the event of a tied vote the chairman of the meeting shall give the casting vote. For the committee meetings decisions are made by consensus.
d) Voting delegates in the AGM are the voting delegates present, each casting one vote. Each voting delegate present may, by means of proxy from another not present voting delegate, cast one additional vote only.
e) Voting delegates in the Council meetings are the paid up voting delegates present, each casting one vote. No proxy votes are accepted.
f) Decisions in the Board are made by those board members present, each casting one vote.

Voting delegates in the AGM and the Council meetings are the delegates representing the National Society Members and the delegates elected by the Corporate and Individual membership classes.

By-law

Voting rules
a) ordinary decisions
b) extraordinary decisions
c) tied votes
d) voting members
e) voting delegates

The voting system is designed to give preference to the National Societies. These have “One standard voting right” each, limited to one standard voting right from each country. If there should be more than one qualifying society from the same country, the voting right belongs to the senior member society.
Voting in the AGM by proxy is limited to one proxy to any voting delegate.
For Council Meetings voting is limited to delegates present only.

“Additional voting rights” are released to the membership classes, Corporate and Individual members respectively.
There shall be up to 6 places on council , 4 delegates from Corporate Members and 2 delegates from Individual Menbers.

Election of delegates with additional voting right shall take place every second year in due time before the AGM. Those elected are then voting delegates for the following two years. Delegates may be re-elected. To maintain the desire of the Federation for a geographical spread “Additional voting delegates“ will be limited to two from any single country.

The practical processing of the election will be organised by the Federation by means of internet:
The Delegates shall be elected by and between members of the same two member classes. Elections shall take place every 2nd year. The Board requests the Corporate and the Individual members to nominate candidates within a specified date. Soonest and subsequent to the above mentioned date a list with nominated candidates for the following voting shall be distributed to the actual members. The votes will be processed in cooperation with the Election committee. The results shall be announced immediately when approved.

Article 12
The Audit Committee
The AGM shall elect two Auditors, which should not belong to the Board, for a period of one year. If a Trust Company is used it should be independent from the Federation. They shall check and verify the assets and liabilities, the invoices, accounts, receipts, and available funds, and report on the annual accounts and the results of their audit activities to the AGM.

By-law

The Audit Committee
The Audit Committee shall audit the annual accounts of the federation and also the accounts from special events like conferences, special projects or other activities with money involved. The audit shall check and verify the assets and liabilities, the invoices, accounts, receipts, and available funds. The audit shall further cover progress, comparison between actual findings and budgets. The audit report shall be submitted to the AGM. The Audit Committee shall consist of two members.

Eligible candidates for the Audit Committee are members of the Federation outside the Board provided these have served within EFEE committees for a minimum of two years and have confirmed their understanding of the Articles of Association, the By-laws and the EFEE accounting system. Elects may not simultaneously serve in the Election committee.

Article 13
The Election Committee
The AGM shall elect up to five members for a period of one year. The duties of the Election Committee are to prepare and control the elections in the AGM.

By-law

The Election Committee
The committee shall prepare the election of
(i) President, Vice-President, Board Members
(ii) Two members of the Audit Committee
(iii) The 6 Addional voting members from Corporate and Individual members to Council

The output of the Election Committee shall be lists of nominees to be submitted to the Board well in time for the Board’s circulation of AGM document at least 14 days before the election at the AGM. The lists shall be based on discussions within the committee and proposals received from the members.

Eligible candidates for the Election Committee are members of the Federation outside the Board provided these have served within EFEE committees for a minimum of two years and have confirmed their understanding of the Articles of Association and the By-laws.

Article 14
Standing Committees
The Council establishes Committees. The Committee members appoint a chairman that reports regularly to the Board. The Committees are in principle open to members
Each committee shall be managed under the Standard Operating Procedures (S O P).

By-law

Standing Committees
The committee reports to the Board on daily matters. Budget and activity plan must be approved by the Council according to Federation’s Annual Working Plan and Budget for the following year.

Standard Operating Procedures shall be put in place and regularly reviewed to ensure the correct procedures are adhered to.

Article 15
Ad Hoc Committees
The Council establishes Ad Hoc Committees. These are special purpose committees with a special mandate appointed for a given time period. The Ad Hoc Committees report to the Board.

By-law

Ad Hoc Committees
The committee reports to the Board on daily matters. Budget and activity plan must be approved by the Council according to Federation’s Annual Working Plan and Budget for the following year.

VI. Other Business
Article 16
Honorary Members
The Board may nominate individuals who have particularly earned it in connection with the Federation, to become Honorary Members. The Honorary Members can take part in meetings on an advisory basis but have no voting rights.

By-law

Honorary members do not pay a subscription.

Article 17
Membership application and resignation
Admission as a National Association Member takes place by agreement of the Council. Admission as Corporate, Individual, Student or Associate member takes place by Board approval.

Resignation from the Federation shall be by means of written declaration to the Board. It can take place at any time but it does not release the member from the duty to pay subscriptions which were already due. Members, who seriously contravene the interests of the Federation, can be expelled after a hearing. The Council shall decide upon exclusion.

By-laws

Membership application and resignation.

National members who have not paid the annual subscription within a year from due date can be expelled from the Federation. The Council shall decide upon the exclusion. Corporate, Individual and Student members who have not paid the annual subscription within three months, and after two reminders from due date can be expelled from the Federation. The Board shall decide upon the exclusion.

VII. Financial year
Article 18
The Federation’s year begins on January 1st and ends on December 31st, on which date the accounts should be closed. Members’ annual subscriptions shall be paid in advance and are due on January 31st each year.

By-laws

The Federation’s year begins on January 1st and ends on December 31st, on which date the accounts should be closed. Members’ annual subscriptions shall be paid in advance and are due on February 1st each year.

VIII. Disbanding
Article 19
Liquidation shall take place through decision by the AGM. The competence of the Council Meeting shall remain fully in force during liquidation. The Council Meeting shall decide on the use of the Federation’s assets in the event of disbanding, on the recommendation of the Board. If the Federation merges with an organisation with equivalent aims, the Council Meeting shall decide on the details on the recommendation of the Board.

By-laws

The tribunal shall consist of three National members unconnected with the dispute. The selection of the tribunal should be agreed by the disputee(s).

IX. Tribunal
Article 20
Possible disputes, between individual bodies of the association or between bodies and members, over the application of statutes and rules shall be finally settled by means of a tribunal consisting of three EFEE members who are not involved in the dispute concerned. The uninvolved members will be elected by the Council Meeting. The decision of the tribunal is final, unless an appeal is launched to the AGM.

By-law

Article 21
Business shall be conducted in accordance with the By-laws.

By-law

If there are inconsistencies between the By-Laws and the Articles of the Association, the latter is prevailing.

X. Alterations to articles of association
Article 22
The changes to the Articles of Association adopted by the AGM come into force immediately.

Articles of Association and Bylaws Combined 12th April 2016

Updated at the AGM 4th May 2019

Signed and confirmed by the Chairman of the meeting