Number and Appointment of Council
16. Nature of Council
- 16.1 Subject to Article 19, there shall be a Council consisting of:
- a. not more than such number of persons elected from among the Ordinary Members as is provided for in Article 16.2 (as amended from time to time);
- b. the two persons (or if there are not two such persons that one person, if any) who for the time being last held office successively as President; and
- c. such additional Members as may be co-opted pursuant to Article 28,
each of whom shall be a duly appointed director of the Association.
- 16.2 The elected Members mentioned in paragraph 16.1(a) above shall comprise in respect of each Member State the number of persons specified below (or such smaller number as may be nominated) having their principal place of business or employment in such Member State, viz:
| France |
4 |
Denmark |
2 |
| Germany |
4 |
Ireland |
2 |
| Italy |
4 |
Netherlands |
2 |
| United Kingdom |
4 |
Luxembourg |
1 |
| Belgium |
2 |
Spain |
3 |
| Greece |
2 |
Portugal |
2 |
| Austria |
2 |
Finland |
2 |
| Sweden |
2 |
Bulgaria |
2 |
| Romania |
2 |
Poland |
3 |
| Czech Republic |
2 |
Hungary |
2 |
| Slovakia |
2 |
Lithuania |
2 |
| Latvia |
1 |
Slovenia |
1 |
| Estonia |
1 |
Cyprus |
1 |
| Malta |
1 |
|
|
17. Provided that there be no departure from the said representation of Member States:
- a. the Council shall have power from time to time to appoint any Ordinary Member to be a Member of the Council to fill a casual vacancy; and
- b. without prejudice to the power of the Council under this Article, the Association may from time to time by Ordinary Resolution in general meeting appoint any Ordinary Member to be a Member of the Council to fill a casual vacancy.
18. Increase in Council Members
- 18.1 In the event of any increase in the number of Member States the Council may thereupon increase the number of its elected Members by:
- a. determining the number of additional elected Members who shall represent each new Member State, and
- b. appointing not more than that number of Ordinary Members to fill such additional places from among Ordinary Members having their principal place of
business or employment in such new Member State.
- 18.2 For the purposes of these Articles:
- a. the numbers of Council Members specified in relation to Member States in Article 16.2 shall be deemed to be varied by the addition of numbers determined by the Council under paragraph 18.1(a) above;
- b. the number of persons specified in Article 16.1(a) shall be deemed to be varied by the addition of numbers determined by the Council under paragraph 18.1(a) above, and
- c. Members appointed to the Council under paragraph 18.1(b) above shall be deemed to have been elected thereto on the date when they were so appointed.
- 18.3 The number of additional elected Members determined by the Council under paragraph 18.1(a) above shall be subject to variation by the Association at the general meeting next following the determination (but not otherwise save by Special Resolution amending these Articles).
19. The first Council shall comprise the subscribers to the Memorandum of Association and such other Ordinary Members as the subscribers shall appoint and shall hold office until the first annual general meeting and in making such appointments the subscribers shall so far as practicable give effect to the numerical limits and the representation of Member States specified in Article 16.
20. Convening a General Meeting
- a. Every Member appointed to the Council under Article 16 to fill a vacancy arising from the death or vacation of office of any Member of the Council, shall retire but shall be eligible for re-election at the general meeting following their appointment.
- b. Not later than two months before every general meeting the Council shall cause to be served upon every Ordinary Member a notice showing the names of those Council Members who are due to retire at the meeting pursuant to this Article and stating (unless they shall have ceased to be Ordinary Members) that they are eligible for re-election.
21. Nomination of Council Members
- 21.1 Every candidate for election pursuant to Article 16.1(a) as a Member of the Council at a general meeting must be nominated in Writing by not less than three other Ordinary Members having their principal place of business or employment in the same Member State as the candidate Such nomination shall specify the Member State in which the candidate has his principal place of business or employment shall state that the candidate is willing to serve if elected and shall be lodged at the office of the ECTA Secretariat of the Association prior to a date to be notified each year to the Ordinary Members. The location of the office of the ECTA Secretariat shall be determined by the Council from time to time.
- 21.2 In exceptional circumstances, and in particular where there are fewer than five Ordinary Members having their principal place of business or employment in a particular Member State, the Council may in its discretion accept a nomination for
a Member or Members of the Council made by:
- a. one other Ordinary Member having their principal place of business or employment in such Member State; and
- b. two other Members of the Council.
22. In every election of Council Members pursuant to Article 16.1(a) every Ordinary Member shall (subject to Article 62.2) be entitled to vote for as many candidates as there are vacancies to be filled.
23. Prior to a general meeting of the Association, the Council shall cause voting papers, giving a list of the persons nominated pursuant to Article 21 as candidates to serve on the Council for the ensuing two years and the Member State in which each such person has his principal place of business or employment to be drawn up in such form and giving such other particulars as the Council may determine and to be served by post upon every Ordinary Member intimating in each case a date by which and an address to which such voting papers shall be returned directed to the auditors of the Association or such one or more other persons as shall be nominated by the Council to act as scrutineers and at a general meeting of the Association it shall be the duty of the scrutineers to report to the meeting the result shown by such voting papers.
24. The provisions of Article 23 apply only where more than one candidate per Member State vacancy has been nominated under Article 21. In each case where there is only one nomination for a Member State vacancy, voting may instead take place at a general meeting and not on the voting papers. The voting papers sent out under Article 23 must however be accompanied by a statement showing the single nominations for Member State vacancies and giving notice that voting in respect of these nominations will take place at a general meeting.
25. There shall be elected from among candidates having their principal place of business or employment in each Member State only so many candidates as shall be requisite to maintain the numerical representation of Member States set out in Article 16.2. Subject thereto, the candidates who receive the greatest numbers of the votes cast shall be elected.
26. In case of an equality of votes appearing from the report of the scrutineers to have been given to two or more candidates, and the vacancies not permitting both or all to be elected, the Ordinary Members present at the meeting shall by ballot determine which of such candidates is or are to be elected.
27. Any question arising upon the scrutineers’ report or otherwise in connection with the election of Members of the Council shall be determined by the Association in general meeting.
28. Council Powers
- 28.1 The Council may at any time co-opt not more than four Ordinary Members who, having been candidates for election to the Council pursuant to Article 16.1(a) at the last preceding general meeting, received more votes than another candidate who was elected but were not themselves elected because their election would have been inconsistent with the first sentence of Article 25.
- 28.2 The Council may also at any time co-opt not more than four Ordinary Members or persons admitted to any other class of membership.
- 28.3 Members of the Council co-opted under this Article shall hold office until the general meeting next following their co-option.