Adopted by the General Assembly on 28 May 2004

ARTICLE I - NAME AND NATURE (Click to open/close)

CESA is an organisation constituted as a non-profit association under Belgian law (i.e. as ASBL). It shall be constituted, for an undetermined period of time, as a non-profit organisation under the name of CESA.

ARTICLE II - LOCATION (Click to open/close)

The site of CESA is in Brussels. The location of the Secretariat and the creation, location and budgeting of further facilities or staffing is at the discretion of and subject to the decision of the General Assembly, under the proposal of the Board.

ARTICLE III - PURPOSE (Click to open/close)

The purpose of CESA is:

  1. To promote the interests of the European shipbuilding and shiprepair industry.
  2. To enhance cooperation of shipyards and other member companies of the additional associations of Shipbuilders and Shiprepairers in Europe.
  3. To study any matters CESA may consider to be of interest to the Industry; to promote and/or participate in any studies, reports, etc. to seek and propose solutions, and, in general, to undertake any activity in order to maintain, develop and promote shipbuilding and shiprepair in Europe.
  4. To represent on a common basis the interests of the European shipbuilding and shiprepair industry before the governing and advisory bodies of the European Union and other international entities.
  5. To promote its policies and initiatives regarding shipbuilding, shiprepair and marine industries.
  6. To promote and facilitate research, development and innovation in the shipbuilding and shiprepair industries, including the promotion of relevant projects and the dissemination of results among its members.
  7. To promote safe and environmental friendly shipping, including an active contribution to the work of the International Maritime Organisation (IMO).

ARTICLE IV - MEMBERSHIP (Click to open/close)

  1. All decisions related to membership, including acceptance of new members are at the discretion of the General Assembly.
  2. Full Membership is restricted to National Associations representing the interests of Shipbuilders and Shiprepairers in a European country.
  3. In exceptional cases, the General Assembly may accept Associate Membership, and will define the conditions for such membership.
  4. A shipbuilding or shiprepair group or company may be admitted to CESA, at the discretion of the General Assembly of CESA, provided that no National Association exists in that country at the time of application and on the understanding that, when such a National Association is formed, membership from that country shall be through the National Association.

ARTICLE V - TERMINATION OF MEMBERSHIP (Click to open/close)

  1. Any member shall be entitled to resign from CESA with effect from the end of the calendar year by giving six months prior notice in writing to the Secretary General.
  2. At the end of the notice period as defined in paragraph 1 above the former member's rights and obligations under these rules shall end, save that the membership subscription for the full financial year in which the resignation becomes effective shall be paid. Resignations will not end financial obligations other than ordinary membership fees. On expiry of the notice period, the former member shall have no entitlement to any part of the funds of CESA.
  3. The Board of CESA can propose to the General Assembly the termination of membership or expulsion of a member, in any of the following events:
    • Grave breach of the obligations established in these rules.
    • Breach of the financial obligations as approved by the General Assembly.
    • Cessation of shipbuilding or shiprepair activity in the relevant country.
  4. The decision of expulsion shall be taken by unanimous decision of the General Assembly, excluding the member or members proposed for expulsion.

ARTICLE VI - Bodies of CESA (Click to open/close)

The bodies of CESA are:

  • The General Assembly
  • The Chairman
  • The Board
  • The Council
  • The Directors Committee
  • The Secretary General

ARTICLE VII - GENERAL ASSEMBLY (Click to open/close)

  1. The General Assembly shall be composed of delegates designated by each member.
  2. The General Assembly (GA) shall be chaired by a representative of the hosting National Association, acting as President of General Assembly. The hosting National Association shall rotate annually.
  3. The General Assembly shall meet once a year in ordinary meeting.
  4. The General Assembly will meet, in extraordinary meetings, when called upon by the Chairman or at the request of one fifth of the CESA members. Notice of meeting shall be given at least fifteen days in advance.
  5. The General Assembly shall have the following functions:
    • Approval of the report and accounts presented by the Board and the budget for the next fiscal year. In the case of disputes, the previous budget will be extended until unanimity is achieved on the new proposal.
    • Election of Chairman, Honorary Chairman, Vice Chairmen and Council members.
    • Amendments of Statutes and Rules.
    • Decisions relating to membership.
    • Decision regarding dissolution.

ARTICLE VIII - THE CHAIRMAN OF THE ASSOCIATION (Click to open/close)

  1. The General Assembly shall elect for a term of two years a Chairman of the Association proposed by one or more of the National Associations. Normally, the previous Vice Chairman shall become the next Chairman.
  2. The Chairman shall preside over the Board and the Council of CESA as well as over Extraordinary General Assemblies, if any.
  3. A resigning Chairman shall not be eligible for re-election until at least two years have elapsed from the end of his mandate.
  4. In exceptional circumstances, and with the unanimous agreement of the General Assembly, a Chairman's term of office may be extended for a maximum of one term.
  5. Consecutive Chairmen may not come from the same country.
  6. An Honorary Chairman may be appointed by the General Assembly for an indefinite period of time. The Honorary Chairman has to be a former Chairman of CESA or its legal predecessor. The Chairman, at his own discretion, draws on the support of the Honorary Chairman.

ARTICLE IX - VICE CHAIRMEN OF THE ASSOCIATION (Click to open/close)

  1. The General Assembly shall elect for a term of two years a Vice Chairman proposed by one or more of the National Associations. The Vice Chairman shall normally become the next Chairman.
  2. If, for any reason, the Chairman should temporarily be unable to carry out his duties, the Vice Chairman shall replace him and shall retain identical powers. After three months, the General Assembly will take action to determine a permanent solution.
  3. The Association shall have an additional Vice Chairman representing and proposed by the shiprepair sector, to be appointed by the General Assembly for a term of two years.

ARTICLE X - THE COUNCIL (Click to open/close)

  1. The Council shall represent the Association as required by the Belgian law. (i.e. it shall be the Conseil d'Adminstration).
  2. The Council shall be composed of the Chairman, the Vice Chairmen and up to five additional Board members, which are elected by the General Assembly for a period of up to two years.
  3. The Council shall advise the Board. The Chairman shall seek advise from the Council at his discretion.

ARTICLE XI - THE BOARD OF CESA (Click to open/close)

  1. The Board holds all powers, which are not by these rules reserved exclusively to the General Assembly.
  2. The Board shall be composed of a representative of each member. Every representative may be assisted by further persons.
  3. Representatives of Associate members may be invited to participate in Board meetings.
  4. The members shall notify the Secretary General of their nominated representative. They may also notify a permanent substitute for the nominated representative.
  5. The Board shall meet when convened by the Chairman. It shall meet not less than four times per year.
  6. The Board shall be entitled to delegate specific matters to committees or working groups composed of representatives of the CESA members.

ARTICLE XII - SECRETARY GENERAL (Click to open/close)

  1. The Secretary General is appointed by the General Assembly on proposal of the Board.
  2. The Chairman and Vice Chairman shall establish the terms and conditions of the Secretary General's appointment and may vary themas appropriate.
  3. The Secretary General, under the direction of the Chairman and in cooperation with the Board, shall exercise his duties in the manner and within the limits determined by the Board of CESA.
  4. The Secretary General shall be responsible for the daily management and shall represent CESA in all routine matters, where appropriate under the direction of the Board. He shall be responsible for the management of the finances, subject to the requirements of Art. X.
  5. The Secretary General shall coordinate the activities of all Committees and Working Groups.

ARTICLE XIV - DECISION TAKING PROCEDURE (Click to open/close)

  1. The Chairman, in coordination with the Secretary General (for Board meetings and Extraordinary General Assemblies) or the President of the General Assembly, shall issue by e-mail or fax a calling notice and agenda to convene General Assemblies and Board meetings, at least fifteen days before the meeting date.
  2. The General Assembly and the Board may take decisions provided that 75% or more of the members are represented in the meeting.
  3. If this quorum is not reached for the General Assembly, the Chairman shall convene a further meeting with the same agenda, with a minimum of fifteen days prior notice In this meeting a quorum of one third of the membership of CESA shall be sufficient. For the Board, the decision shall be postponed until the next meeting.
  4. Decisions in the General Assembly and the Board shall be taken by means of a qualified majority vote, totalling 75% of the votes cast of the members represented in the meeting. This rule shall be subject to exceptions with respect to the provisions of Article XV.
  5. Each member shall have one vote. Decisions relating exclusively to the EU / EEA may be restricted to National Associations representing the respective member countries.
  6. Any decision reached in accordance with these rules shall be reported as CESA's position or view.

ARTICLE XV - UNANIMITY (Click to open/close)

A unanimous decision of the General Assembly shall be required for the following matters:

  • Dissolution of CESA (as per provisions of Article XVIII).
  • Approval of budget and accounts.
  • Expulsion of members (as provided in Article V).
  • Amendment of the Statutes.
  • Acceptance of new members.

ARTICLE XVI - COMMITTEES WORKING GROUPS AND OTHER BODIES (Click to open/close)

  1. Specific topics may be entrusted to Committees or Working Groups, formed as a result of decisions taken by the Board of CESA. The Board also appoints the Chairmen of the Committees or Working Groups. Each appointment shall require confirmation by the Board at least every two years.
  2. Participation to a Committee, WG or any other group is limited to members of CESA or nominated persons of N.A. members of CESA.
  3. Members of a Committee or Working Group are nominated by the National Associations, which are obliged to confirm the nominated participants on a regular basis. The Chairmen of the Committees or Working Groups may propose to the Board external experts for a Committee or Working Group. Participation to a specific Committee, Working Group or other group is conditional on active contributions.
  4. Under exceptional and well reasoned circumstances, e.g. related to confidentiality on EU matters, the Board may decide to limit participation to selected Committees or Working Groups.
  5. The Chairman of each Committee or Working Group shall perform his duties in close cooperation with the Secretary General of CESA. The internal structure and working procedures of the Committee or Working Group are at the discretion of the Chairman in consultation with the members of the respective entity and within the mandate of the Board.
  6. The Board of CESA shall decide upon the life span of each Committee and Working Group. Committees and Working Groups may be permanent if the Board so decides.
  7. The Terms of Reference of the Committees and Working Groups are subject to approval by the Board of CESA.
  8. Committees and Working Groups will produce reports on their activities at least annually.

ARTICLE XVII - MEMBERSHIP FEES (Click to open/close)

  1. CESA membership fees are calculated annually according to the relative weight of the members: 20% of the annual budget is shared equally among all members, 55% of the annual budget is calculated on the basis of the average newbuilding output of commercial vessels of 100 gt and above over the last three years (in cgt) and the remaining 25% is calculated on the basis of employment figures of the previous year1. Payment of membership fees is due within 30 calendar days upon receipt of invoice.
  2. No member shall be required to contribute for more than 20% of the ordinary contribution of the total membership fees.
  3. Members representing non-EU / EEA countries may be granted a reduction of 50% of the regular membership fee calculated as established above.
  4. New CESA members may be granted a 50% reduction on the fees during the first year of membership and a 25% reduction for the second year.
1 Directly employed workforce, represented by the relevant National Association, in shipbuilding and shiprepairers activities (naval and merchant) at year end.

ARTICLE XVIII - DISSOLUTION (Click to open/close)

Any member of CESA may propose the dissolution of CESA.
In case of dissolution, the General Assembly shall appoint one or more liquidators.