Article 12. The General Meeting
The General Meeting is the Association's highest authority. An Ordinary General Meeting shall be held every year before the end of June.
The Board of Directors shall call general meetings by giving not less than 14 days' written notice to all members. All members are entitled to attend and vote at general meetings.
The total number of votes is 100. These 100 votes are distributed among the members according to the percentage of the payment due from each member towards the Association's running costs in the form of the membership fee determined pursuant to Article 10 and contributions assessed pursuant to Article 11 for the previous year.
Members exercise their right to vote through their managing director or any employee of that member who this mandate is apparently delegated internally. A member not present at the General Meeting may grant proxy to a nominated proxy holder. Failing to do so, proxy will be deemed given to the Chair of the Board or a person desingated by him/her.
The Chair of the Board opens the General Meeting and shall ensure that the names of the members present and the number of votes that each member has are recorded. The General Meeting then elects a chair for the meeting, who does not need to represent a member. The General Meeting shall also elect a person representing a member to sign the minutes together with the chair for the meeting.
Each matter shall be decided by an ordinary majority vote unless otherwise explicitly decided. In the event of a tied vote the meeting chair shall have the casting vote even if the meeting chair does not have the right to vote. A tied vote in an election shall be decided by drawing lots. Votes shall be cast in writing if one member so requests.
At the Ordinary General Meeting the following matters shall be considered and decided:
1. Approval of the income statement, balance sheet and annual report for the previous year.
2. The budget for the coming year.
3. Membership fee and contribution for the current year.
4. Election of Board members and their personal deputies. The Chair of the Board of
Directors and the Deputy Chair shall be elected by the General Meeting by separate election for a term of two years.
5. Election of an auditor.
6. Election of a Nominating Committee consisting of no more than four persons, one of whom shall be elected as chair of the committee. The General Meeting shall adopt instructions for the Nominating Committee based on a proposal by the Board of Directors.
7. Any other matters specified in the notice of the General Meeting.
Only persons employed by a member at a high management level are eligible for office under subparagraphs 4 and 6 above. If the person elected resigns from his/her position as the member's employee, the office shall immediately cease to exist and a new election shall be held as soon as possible.
Only such matters as are mentioned in the notice of the General Meeting may be considered at the General Meeting. Proposals for matters that members wish to be considered at the Ordinary General Meeting must have been received by the Board of Directors not later than four weeks before the General Meeting.
An Extraordinary General Meeting shall be held whenever the Board of Directors finds it advisable, or when such a meeting is demanded by the auditor or at least four members in order to consider a specific matter. In all other respects, the same rules apply as for an Ordinary General Meeting.