TIEMS

 

 

BY-LAWS for THE INTERNATIONAL EMERGENCY MANAGEMENT SOCIETY (TIEMS)

 

Albertstraat 40, 2880 Bornem, Belgium

 

TIEMS is registered in Belgium with Dutch by-laws. The English version, which is used internationally, is found below and can be downloaded here:

 

Article 1  Denomination, use of language, abbreviation.

 

Hereby an international non profit association is founded named : “The International Emergency Management Society”, shortened as “TIEMS”.

 

The association falls under the provisions of title III of the Belgian law of June twenty seventh, nineteen hundred and twenty one, concerning the non profit associations, the international non profit associations and the foundations.

 

All certificates, invoices, notices, disclosures and other pieces published by TIEMS i.v.z.w., are immediately preceded or followed by the words; international non profit association” or by the abbreviation; I.N.P.A., as well as the address of the registered office.

 

The language of communication within the association is English. The official language for publications in accordance with Belgian Law is Dutch, French or German. Only the Dutch version of these by-laws is legally binding. The English translation is only indicative.

 

The indication I.V.Z.W.; can also be mentioned in full or in abbreviation in English, with reference to the Belgian Law as follows: TIEMS, international non profit association  according to the Belgian Law of 27/6/1921.”

 

Article 2  Address of the registered office .

 

The registered office of the association is established at 2880 Bornem (Belgium) Albertstraat 40.

The registered office can be transmitted to every other place in Belgium by decision of the board of directors, to be published in the appendices of the ‘Belgisch Staatsblad’ and to be communicated to the registry of the court of commerce of the judicial district where the registered office is established.

 

Article 3  Social aim, activities.

 

The association strives, on the international scene, after the following non- profitable aims :

BASIC OBJECTIVE :

 

The study, the development and the distribution of the most modern techniques in the matter of crisis - and emergency situation control, with the intention of creating a safe environment.

DERIVED OBJECTIVES:

 

- Bringing together everyone who is interested in the basic objective.

- The study, development and distribution of the correct resources and techniques to evaluate crisis- and emergency situation control proactively.

- International exchange of information, both to members and non-members, to achieve the basic objective.

 

The activities she aims at, to reach these goals, are the following:

 

-Promoting the transfer of technology connecting to computers, communication, information technology and social sciences which can help emergency managers in the decision making process.

-Providing a forum, policymakers and  government organizations can use, concerning the management of emergency situations.

-Bring the modern tools of emergency management into market place to help provide high quality emergency practices around the world.

-Addressing emergency management in the context of its implications to the environment and the society;

-Monitoring the evolution of the best practices in emergency management throughout the world;

-Making a multi-disciplinary "all-hazards approach” to tackling emergencies;

-Bringing together stake-holders such as governmental, industrial, academic, and volunteer organizations;

-Using technologies from various diverse fields such as simulation, operations research, knowledge based systems, decision support systems, information systems, psychology and other behavioral sciences, etcetera.

 

Article 4  Members, gradations and qualifications.

 

The association is accessible for Belgians and non-Belgians irrespective of their nationality.

 

Membership is possible for both physical and legal persons (if they have been set up legally according to the laws and uses of the state or country from which they come).

 

The association knows six types of members: the active members, the student members, the institutional members, the collective members, the faithful members and the honorary members.

 

4.1. The active members.

 

An active member is every professional that has interest, expertise or competence in relation with emergency situation suppression or in an other interest field included the industry, the business world, the construction world, the education, the social sciences, the editor world, the scientific research, engineer techniques, or other similar activities.

 

The working members have voting right at the general assembly.

 

The annual membership contribution is determined by the board of directors.

 

4. 2.  The student members.

 

A student member is a full-time student who is registered in an academic institution and can proof this.

 

Student membership expires on December thirty first of the year in which the student graduates.

The student members have no voting right at the generalassembly.

The annual membership contribution is determined by the board of directors.

 

4. 3.  The institutional members.

 

This membership has been reserved to institutes, associations etcetera and every non profitable institution, who expresses the wish to become member of TIEMS

 

An independent department of TIEMS (to see further) can also submit an application as an institutional member.

 

The institutional member has no voting right at the generalassembly.

 

An individual member of an institutional member, can be become an active member under the applying conditions of TIEMS.

 

During the general assembly of TIEMS, maximum four working members of an institutional member, can use their right to vote at the same time.

 

The annual membership contribution is determined by the board of directors.

 

4. 4.  The collective membership.

 

This form of membership has been reserved to companies that want to support TIEMS financially.

This membership has right to one vote at the generalassembly.

 

The annual membership contribution is determined by the board of directors.

 

4. 5.  Fellow member.

 

To qualify for the title of fellow member one must be an active member. Also he or she must be a member for a period of ten years (student, active…), with a minimum of five  years connected to each other.

 

In this case the member of the board of directors who is responsible for memberships, shall ask the board of directors to give the title of fellow member to the presented member, which decision shall be made with an ordinary majority of the votes.

 

Members of the board of directors are excluded from appointment as fellow member during their mandate.

 

Individual members who are member of the board of directors for a period of five years are appointed automatically at completing their mandate period.

 

This membership gives right to one vote at the general assembly.

 

The annual membership contribution is determined by the board of directors.

 

4. 6.   Honorary Member.

 

To qualify for the title of honorary member one has to have exceptional knowledge or exceptional merit in certain interfaces with crisis - and/or emergency situation control, or in a science which is involved in this field of interest.

 

The number of honorary members has been limited to one hundredth of the number of real TIEMS members. Changes on this number can be made by ordinary majority of the general assembly.

 

The appointments of a honorary member can only be decided unanimously by the board of directors.

 

This membership has no voting right at the general assembly.

Honorary members have been exempted of the payment of an annual membership contribution.

 

Article 5  Accession, dismissal, exclusion.

 

There are three possibilities to join TIEMS :

 

5.1.  Application.

 

A candidate member can apply for the membership by filling in a registration form which can be retrieved on the internet site www.tiems.org and send this form to the agent for the membership. The candidate member deposits at the same time the annual contribution into the account of TIEMS.

 

5.2.  Annual TIEMS conference.

 

The person who attends the annual TIEMS conference and who pays, at the same time, the contribution for the conference and the payment for the membership, shall be asked to fill in the registration form to complete its membership.

 

5.3.  Department conference.

 

The person who attends a department or branch conference and who pays at the same time the contribution for the conference and the payment for the membership, shall be asked to fill in the registration form to complete its membership.

 

5.4.  Exclusion of membership.

 

For the three possibilities tot join, mentioned before under 5.1, 5.2 and 5.3 stands that within the month after sending of the application, the agent for the membership can refuse the application. This exclusion must be ratified by the board of directors. In this case, the already paid membership fee, will be refunded.

 

5.5.   Resignation.

 

A member is resigning when he himself submits its dismissal or when he is not paying his membership fee before the end of the foreseen period.

When the behaviour of the member is not conform with the rules applying within TIEMS he can be disciplinary sanctioned by the board of directors with possible permanent or temporary exclusion as a result. The exclusion of members of the association can only be pronounced by the general assembly with a majority of two thirds of the votes of the present or represented members.

 

The board of directors can suspend the person concerned until the decision of the general assembly.

 

5.6.   Rights.

 

Resigning or excluded members or/and their legal successors (in case of death) have no rights to the capacity of the association.

 

Article 6  The contribution.

 

6.1.  Working, students, institutional, cooperative, fellow and honorary members.

 

The working members and the student members pay an annual contribution of maximum one thousand Euro (1.000 EUR), possibly differing according to the category to which one belongs.

 

The institutional members and the cooperative members pay an annual contribution of maximum six thousand Euro (6.000 EUR), possibly differing according to the category to which one belongs.

 

The amount in each category will be an annual decision made by the board of directors and will be confirmed by an ordinary majority on the next general meeting. 

6.2.   Discounts on the membership fee.

 

The board of directors has the power to give a discount for the membership fee of

members who request this and are from a developing country, from a low remunerations country or from a country where the average income reaches a certain bottom line.

 

This discount can never bring the chargeable membership fee beneath thirty three comma thirty three percent (33, 33%) or one third (1/3de) of the ordinary membership fee.

 

The discount can differ accordingly of the type of membership and the domicile of the applicant.

 

Article 7   The general assembly.

 

7.1.   Powers of the general assembly.

 

The general assembly of the members entitled to vote, is the highest body of the association.

 

The general assembly appoints, dismisses or gives honourable dismissal to the members of the board of directors.

 

The general assembly has the most extensive powers tot realize the aims and the activities of the association.

 

The following matters belong to the competence of the general assembly:

 

a) modifications of the by-laws;

b) appointment and dismissal of the directors and of the possible commissioners;

c) approval of the budget and of the annual account;

d) the discharge of the directors and of the possible commissioners;

e) voluntary dissolution of the association;

f) exclusion of a member;

g) other powers which concern the general interest of the association.

 

7.2.   Composition and time of the ordinary general assembly

 

The general assembly is composed by all members who are entitled tot vote.

The other categories of members (for example the honorary members) can take part in the meeting with and advisory vote.

 

An ordinary general assembly is held during the annual TIEMS conference, preferably during the period between May first and June Thirtieth, but never later than fifteen months after the previous meeting.

 

7.3.  Extraordinary general assembly

 

An extraordinary general assembly, with the same composition and convened in the same way as the ordinary general assembly, can be convened whenever necessary by :

- an ordinary majority of the board of directors;

- one fifth of the members of the association;

- by order of the civil court of the district where the association has his seat and this on petition of each party concerned.

 

7.4.  Invitation to the ordinary and to the extraordinary general assembly.

 

The invitation to the ordinary general assembly can be sent by mail, electronic mail, telex, fax, or every other means of communication.

 

The invitation will be sent (postal or data stamp is proof) at the earliest seventy calendar days and at the latest thirty calendar days before the general assembly. In highly urgent cases this period can be cut in half, till respectively thirty five and fifteen calendar days.

 

The invitation will contain the date and location of the meeting, as well as the detailed agenda.

The location of the meeting must be reachable for everyone on a simple an non-exclusive manner.

 

The extraordinary general assembly, convened under the provisions of point 7.3 can be convened immediately, but never faster than eight days following the invitation.

 

7.5.   Necessary presence for the ordinary or the extraordinary general assembly.

 

For a general assembly, the presence of ten percent of the members entitled to vote is necessary.

The members present in person and the represented members can be added up.

 

Each decision taken with less members present than prescribed is an not valid decision of the general assembly.

 

In this case, the general assembly can only adopt a motion suspending the meeting.

 

This rule applies only to meetings where the members entitled to vote must be present in person.

 

7.6.   Majority decisions.

 

Every decision will be made by a majority of the total amount of present an represented members.

 

Representing another member is only possible for those members who themselves are entitled tot vote.

 

The mandates are verified by the secretariat of TIEMS or the person appointed in case of absence of the secretariat.

 

7.7.  Voting right

 

Every time a subject is presented for voting, every membership entitled to vote has the right to one simple vote.

 

The vote will go according to the rules imposed by the secretariat.

Every vote concerning physical persons shall be held in respect of the secret of the vote.

Every active member can be represented on the general assembly by another active member by means of a special mandate.

 

However, every active member can not have more than four of these mandates.

A decision about subjects that are not on the agenda is not possible.

For exceptional cases foreseen in these by-laws or for legal exceptions (modification of the by-laws or modification of the social aim), the decisions are made at a simple majority of the present and represented members.

 

7.8.   Written vote without convening the general assembly.

 

Every invitation tot vote, which can be asked in an ordinary or extraordinary general assembly, can be replaced by an invitation to a vote by letter.

 

For this purpose, the secretariat of the association shall disperse a ballot-paper tot make voting at a distance possible.

 

The dispersion of this ballot-paper is possible by each of the following means: mail, fax, e-mail,, telex or every other means of transmission, to every member of the association entitled tot vote.

The ballot-paper will have the following contents:

 

a) Designed in such a way that ambiguous votes concerning the presented items are impossible;

b) To comprise for each proposed item the possibility to adopt or reject the proposed item or to abstain;

c) An indication (for each item) of the number of necessary votes for a valid vote and of the number of positive votes to adopt the item.

d) Particular attention must be given tot the closing date of the vote. The closing date foreseen in the ballot-paper must make it possible for the members to cast their vote in time en to return the ballot-paper in the way prescribed by the secretariat and which can be described in a separate regulation.

 

7.9.  President an secretary of the general assembly.

 

The president and the secretary of TIEMS are also, respectively, the president and the secretary of the general assembly. In the absence of the president, its task will be fulfilled by a member of the board of directors, appointed thereto by a majority of those present.

 

In the absence of the secretary, the president can appoint a substitute secretary for the duration of the general assembly.

 

7.10.   Notification of the decision making

 

The decisions taken by the general assembly are notified to al members by means of electronic mail or publication on the part of the website, accessible for the members.

 

The decisions of the general assembly are also entered in the minutes in two copies and signed by two directors minimum.

 

The minutes are kept, on the one hand at the registered office an on the other hand where the secretariat is located.

 

At both places, the register of decisions can be consulted by the members of the association.

 

Article 8   Modification of statutes.

 

8.1   Undiminished the application of the articles 50 § 3, 55 and 56 of the law concerning the non profit associations, the inter national non profit associations the foundations, each proposal to modify the by-laws must come from one of the parties which is also authorized to convene the extraordinary general assembly (to see 7.3.).

 

8.2.   Within the period foreseen to call the ordinary general assembly, the board of directors has to notify the members entitled to vote of the date of the general assembly that shall deliberate about the proposal,  as well as the proposed changes.

 

8.3.   The general assembly can only deliberate legitimately about the proposition when two thirds of the members of the association entitled to vote are present or represented. When this number is not reached, a second validly called assembly, irrespective of the number of people present, can decide validly. A decision is valid when taken with a majority of two thirds of the votes.

 

8.4.  It is not possible the have a second general meeting within a fifteen days period after the first meeting.

 

8.5.   Modifications to the by-laws will become effective after approval by the competent authority in accordance with article 50 § 3 of the law and after publication in the appendices of the “Belgisch Staatsblad”, in accordance with article 51 §3 of the meant law.

 

Article 9  Dissolution of the international association

 

9.1.  Undiminished the application of the articles 50 § 3, 55 and 56 of the law concerning the non profit associations, the international non profit associations, and the foundations, a proposal to dissolution can only be made by one the parties which are authorized to convene the extraordinary general assembly (to see 7.3.).

 

9.2.  The procedure for dissolution is exactly the same as the one under article 8.

 

9.3.  The general assembly stipulates the manner of dissolution and settlement of the association.

 

9.4.  The positive balance after settlement must go to a private non profit legal person with a similar aim as the dissolved association or, at lack to that, intended for a disinterested aim in the matter of crisis - and emergency situation control, such as the Belgian Red Cross.

 

Article 10  Board of directors.

 

10.1.  Powers.

 

The board of directors is authorized for all matters of an administrative nature, with exception of those powers belonging tot the general assembly.

The board of directors can entrust the daily management to its president and two board members or to a minimum of two appointees of whom it determines the powers.

 

10.2.   Composition.

 

The association is managed by a board of directors, composed of minimum three members. When the association has only three members, the board of directors will compose of only two persons. The number of directors must always be lower than the number of members of the association.

 

The directors are elected by the general assembly with a majority of votes, for a period of minimum three and maximum five years.

 

The same mandate can be renewed maximum two times in a row.

Their function will end in case of death, dismissal, civil inaptitude or appointment of a temporary guardian, discharge or end of the term of the mandate.

 

In case of vacancy of a mandate, the board of directors can indicate provisionally a substitute who completes the mandate of its predecessor.

The board of directors chooses among its members a president, a secretary, a treasurer, one or more vice-presidents, national and international consultants, administrators etcetera.

 

All acts concerning the appointment or dismissal of members of the board of directors are published in accordance with the law

 

10.3.  Meeting and evocation.

 

The board of directors meets at least once a year in person and at least once a year by means of : video conference, digital telephony,  radio communication, peer-to-peer networks or by all possible technological means, that make such a meeting at distance possible.

The evocations are sent by letter, fax, electronic mail or every other appropriate means of communication.

 

10.4.  Decision-making.

 

Te board of directors can only deliberate validly when at least seventy five percent (75%)  of its members are present or represented.

A board member can be represented by another board member, who can carry only one of these mandates.

 

Decisions of the board of directors are taken at an ordinary majority of the present and represented directors.

At strike of voices the voice of the president decides.

The board of directors can also vote without the need for physical gathering and this similar to the procedure as described in item 7.8

 

10.5.  Register of the decisions of the board of directors.

 

The filing of the decisions of the board is identical to the manner in which the decisions of the general assembly are filed (see 7.10).

 

The members have a right to consult this register at the registered office of the association.

 

Article 11  Administrative board.

 

11.1.  The administrative board of the association exists of minimum three and maximum seven members of the board of directors, which fulfil the passing operations to let the association function normally.

 

They are appointed  unanimously in a plenary session of all the members of board of directors present in person or represented.

 

11.2.  They carry out the decisions of the general assembly and the board of directors.

Within the restrictions set by the previous bodies they can represent the association two by two.

 

11.3.  The board of directors can authorize one person for the purpose of administrative operations such as the depositing acts at the registry or for publication in the “Belgisch Staatsblad”.

 

Article 12  Cooperation bonds, departments and interest groups.

 

12.1.  Subordinate structures.

 

TIEMS recognizes within its organization three types of subordinate structures :

- cooperation bonds,

- departments and

-  interest groups.

Each of these structures provides the members of specific needs as described hereafter.

 

12.2.    Cooperation bonds.

 

Are associations which have similar objectives as TIEMS, but no further administrative or legal connections, with a possible reciprocal recognition or appreciation that can produce an advantage for the member of TIEMS.

 

The advantage of the members cannot result in an interference from the cooperating association in the board of directors of TIEMS.

 

The board of directors or when appointed the administrative board of TIEMS can create a mutual protocol settlement regarding the rights and duties.

 

12.3.  Departments.

 

Members of TIEMS can establish departments which are based on a geographical description. A department will exist of minimum five TIEMS members whom for that purpose submit a claim at the board of directors. In case of a favourable decision TIEMS will fix the geographical description of this department.

 

The board of directors has the authority to determine in a separate housekeeping regulation, the existence and the functioning and in general set out the rules of such a department. The functioning of a department is always subordinate to the public interests of TIEMS.

 

12.4.  Interest groups.

 

Members of TIEMS which have a common interest for crisis - and emergency situation related subjects, can establish an interest group.

 

An interest group will exist of minimum five TIEMS members which for that purpose submit a claim at the board of directors. In case of a favorable decision TIEMS will fix the description of the interest area of this group.

 

The board of directors has the authority tot determine in a separate housekeeping regulation, the existence and the functioning and in general set out the rules of such an interest group. The functioning of an interest group is always subordinate to the public interests of TIEMS.

 

Article 13  Representation of the association to third parties and legally.

 

13.1.  All writings, binding for the association, must, except in case of special authorization, be signed by two members of the board of directors, or in case of administrative operations by the appointed representative, who need no other proof of their appointment then the appointment itself.

 

13.2.  The board of directors acts on behalf of the association as plaintiff or defendant in lawsuits and is thereby represented by minimum two board members or by its president and one board member.

 

13.3.  The act concerning the appointment, the dismissal and the termination of  office of the persons authorized tot represent the association, are drawn up, laid down at the registry, an published in accordance with the law.

 

Article 14  Budget and annual account

 

14.1.  The financial year of the association starts at January first and ends December thirty first of the same year.

 

14.2.  In accordance with article 53 of the law the annual account of the past year as well as the budget of the next year will be presented by the board of directors for approval to the general assembly on its next meeting.

 

14.3.  The annual account must, in accordance with article 51 of the law, be transferred to the federal public authorities of Justice.

 

Article 15  General terms

 

For everything that is not foreseen in the above by-laws and for the publications in the appendices of the “Belgisch Staatsblad” is acted in conformity with the provisions of title III of the law of June twenty seventh nineteen hundred and twenty one concerning the Non profit associations, the international non profit associations and the foundations.

 

Special and transitional arrangements

 

a)   First fiscal book year, from the date of the Royal Decree till 31/12/2006

 

The fiscal books will be seen by the General Assembly of 2007

 

b)   Membership fee for 2006

 

Working member         (63,00 EUR).

Student member         (17,00 EUR).

Institution member        (210,00 EUR).

Cooperative member      (420,00 EUR).

Fellow member           (75,00 EUR).

Honorary member         (0,00 EUR).

The first General Assembly will confirm these amounts

 

c)  Appointment of Director.

 

Accept an appointment as director for three years from today

-           Mr Kåre Harald DRAGER

-           Mr heer Young-Jai LEE