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Articles of Incorporation

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Article 1 The Association

1.1. This international non-profit association has the name « NB-Rail Association ». The “NB-Rail Association” is also referred to as “Association” (see 2.4 for the difference to NB-Rail Coordination Group). “NB-Rail” shall refer jointly to the NB-Rail Association and the NB-Rail Coordination Group.

1.2. All acts, bills, announcements, publication and other documents provided by the Association will mention the name of the Association, preceded or followed immediately by the words “international non-profit association” or the initials “AISBL” and the address of the registered office of the Association.

1.3. The Association is an international non-profit making Association governed by the provisions of section III of the Belgian Law of 27 June 1921, as stipulated in the Belgian Law of 2 May 2002 on non-profit making Associations, international non-profit making Associations and foundations (hereafter, “the Law”).

1.4. The registered office of the Association is in Belgium, at Rue Ravenstein 60 – B.7, 1000 Brussels. The registered office may be transferred to any other place in Belgium by a simple decision of the General Assembly. This decision is then registered at the Registrar of the Commercial court and published in the appendices to the “Moniteur Belge” (the Belgian legal gazette).

Article 2 Basics

The installation of the NB-Rail Association is based on the following:

2.1. The principal decision of Plenary Meeting Nr. 42 on 15 October 2014 and the formal decision of Plenary Meeting Nr. 43 on 25 February 2015 to establish NB-Rail as an association.

2.2. Directive 2008/57/EG of the European Parliament and of the Council of 17 June 2008 on the interoperability of the rail system within the Community (IOD).

IOD Recitative number (46):

“The notified bodies responsible for examining the procedures for conformity assessment and suitability for the use of constituents, together with the procedure for the assessment of subsystems must, in particular in the absence of any European specification, coordinate their decisions as closely as possible.”

IOD Article 28 (5):

“The Commission shall set up a notified bodies coordination group (hereinafter referred to as the Coordination Group) which shall discuss any matter relating to the application of the procedures for assessing conformity or suitability for the use referred to in Article 13 and the verification procedure referred to in Article 18, or to application of the relevant TSIs. Member States' representatives may take part in the work of the Coordination Group as observers.”

These missions are based on the Decision 768/2008/EC (recitative number 45, 46 and article R30) of the European Parliament and the Council of 9 July 2008 on a common framework for the marketing of products. Based on the above Directive (IOD) a coordination group of notified bodies has already been established by the Commission (hereinafter referred to as the NB-Rail Coordination Group), the first meeting was held on 8 December 2000. Since then the NB-Rail Coordination Group has been operational to achieve coordination and consistency between notified bodies.

Article 3 Objectives

3.1. To support and to complement the activities of NB-Rail Coordination Group with activities not mandated in the mentioned basics, the Association is installed.

3.2. Its detailed objectives are:

a) to relate with the railway relevant professional organizations and associations like UNIFE, CER, UIC, CEN, CENELEC and others as well as with official bodies like the European Rail Agency ERA, the European Commission – here also with other General Directorates than DG Move – the European parliament and the Council and their representatives and make the work of the NB-Rail Coordination Group visible to those organizations, associations and stakeholders;

b) to establish the Association as a representative body with these organizations, associations and agencies, as Article 28 of Directive 2008/57/EC does not provide for establishing the NB-Rail Coordination Group as a stakeholder;

c) to support the coordination of the notified bodies to harmonize the procedures for conformity assessment and suitability for the use of interoperability constituents as well as the procedures for the assessment of the subsystems;

d) to make proposals and ensure co-ordination and development of studies and scientific enquiries to improve the quality, effectiveness and efficiency of Notified bodies Certification;

e) to ensure cooperation in the standardization of the notification scheme for notified bodies;

f) to ensure cooperation for the improvement and the standardization of information systems which hold data on certifications and which are used to improve certification consistency;

g) to provide easy access to NB-Rail public documents via web page;

h) to share information regarding the objectives and organize conferences or workshops.

3.3. The Association may, while directly or indirectly pursuing its objectives, acquire any fixed or movable assets, undertake any contractual engagements, accept any donations in accordance with the Law, sell, grant any liens or charges on its property, mortgage or transfer any property, in compliance with the legal provisions, these Articles of Incorporation and any subsequent amendment thereto.

3.4. For the avoidance of doubt, reference to the Association's activities in Europe and its objectives with respect to the rail networks of European Members States shall be deemed to extend to rail networks of non-EU member states of the European Economic Area.

3.5. In accordance with the Law, the objectives of the Association can be extended in future to other activities related to assessments in the railway area with a positive vote in the General Assembly. In addition, also the geographical scope can be extended if suitable.

Article 4 Membership

MEMBERS

4.1. The Association's membership is composed of Full Members, Partial Members, and Honorary Members, all together referred to as Members.

a) Full Members: Notified Bodies as listed in the Commission’s New Approach Notified or Designated Organizations (NANDO) list for the Directive 2008/57/EC, and having paid the annual subscription fee (point 5.10). For specific cases where this requirement is not fulfilled and if it is required by the interest of the Association, the General Assembly shall decide whether full membership be granted. Related companies with more than one Notified Body have to apply as Full Member for each Notified Body individually;

b) Partial Members: Notified Bodies as listed in the Commission’s New Approach Notified or Designated Organizations (NANDO) list for the Directive 2008/57/EC, and not having paid the annual subscription fee;

c) Honorary Members: Any private individuals who by virtue of their work on behalf of NB-Rail have made an outstanding contribution towards furthering its objectives. The General Assembly will be responsible for appointing Honorary Members in accordance with the proposals put forward by the Chairman by taking into account their integrity, independence and impartiality.

ADMISSION

4.2. The admission of the Members is subject to the following conditions:

a) submission of a written application to the General Assembly;

b) adherence to the clauses and conditions of the Articles of Incorporation and any amendment thereto.

LOSS OF MEMBERSHIP: RESIGNATION - EXCLUSION

4.3. The Members of the different categories who decide to resign from the Association shall inform the Chairman or one or both of the Vice-Chairmen of their resignation in writing. The Chairman records the resignation, without prejudice to any rights of the Association in respect of the resigning Member, and informs the General Assembly of it at its next meeting.

4.4. Any Full Member who no longer meets the conditions of Article 5 (especially 5.10) is automatically considered as having resigned as a Full Member and becomes Partial Member.

4.5. The exclusion of a Member who has jeopardised the interests of the Association can be recommended by the Members and be decided by the General Assembly, after having been offered to present his defence, with this being pronounced by the General Assembly at a majority of a two-thirds quorum.

In this respect, the exclusion proposals shall be forwarded, in writing, to the Chairman at least forty-five days before the General Assembly convenes and shall be sent and forwarded to all the Members at least thirty days prior to this meeting.

4.6. Any Member, whose exclusion is under consideration, may not vote. The Member shall be notified of any decision to exclude him.

4.7. A Member who resigns or who has been excluded, his beneficiaries or creditors, shall not have any rights with regard to the Association’s assets, nor shall they have any right to reimbursement of their membership fee.

Article 5 Rights and Obligation of the Members

5.1. Only Full Members have access to all the documents drawn up by the Association, such as reports, recommendations, studies, results of enquiries, etc. as well as any information regarding agreements entered into by the Association’s decision-making bodies.

5.2. Only Full Members, and Honorary Members are admitted to the General Assembly.

5.3. Each Full Member shall be granted the following rights:

a) participation in any activity to reach the Association’s stated purposes;

b) access to all the advantages and benefits bestowed on the Association.

5.4. Each Member shall contribute to the Association’s reputation and shall ensure that the Articles of Incorporation and the decisions adopted by the General Assembly are complied with.

5.5. Each representative of each Member shall follow the internal operational rules.

5.6. Partial Members have limited access to documents or activities of the Association. Access rights will be defined in detail in the internal operational rules.

VOTING RIGHTS

5.7. Only Full Members are entitled to vote at the General Assembly.

5.8. Each Full Member has one (1) vote.

5.9. The voting rights of any Full Member who has failed to pay his member¬ship fee for more than one month (i.e. by April 1st of the current year), as stated in Article 5.10, are considered as having resigned as Full Members, as stated in Article 4.4, and therefore have no vote.

SUBSCRIPTIONS

5.10. Each Member shall pay his membership fee on submitting an application for membership and then annually latest February 28th of each year. The Members are invited to pay their membership fees by the stated deadline.

5.11. In accordance with the terms and conditions proposed by the Permanent Bureau, the General Assembly is competent to determine the annual membership fee and to introduce certain enrolment fees.

5.12. The annual membership fee shall be paid in Euro (EUR).

Article 6 General Assembly

6.1. The General Assembly is the Association’s highest decision-making body; it is endowed with all the necessary powers to reach the Association’s stated purposes.

6.2. The General Assembly is composed of all the Full Members and, if invited, Honorary Members may attend the General Assemblies, but do not have a voting right. The Chairman of the Association assumes the chair of the General Assembly, or in his absence, one of his Vice-Chairmen. The official languages used in the debates is English.

6.3. The following points fall solely within the competence of the General Assembly:

a) approval of budgets and annual accounts;

b) determination of the location of the Permanent Bureau;

c) approval of the possible exclusion of a Member;

d) election and dismissal or revocation of the members of the Permanent Bureau;

e) approval of the per diem allowances of the members of the Permanent Bureau;

f) determination as stated in article 5.11 of the annual membership fee and to introduction of certain enrolment fees;

g) discharge of the members of the Permanent Bureau;

h) amendment of the Articles of Incorporation;

i) dissolution of the Association;

j) if need be, appointment of an auditor.

ORGANISATION AND CONVENING OF THE GENERAL ASSEMBLY

6.4. The General Assembly has to be convened at least once every year at the place mentioned in the letter of convocation. The General Assembly is convened by the Chairman who is also obliged to convene an Extraordinary General Assembly if at least one fifth of the Full Members so request.

6.5. The letter of convocation is to be drafted and sent out by the Chairman at least 15 days prior to the meeting and shall include the agenda. The agenda is drafted by the Chairman, in consultation with the Permanent Bureau, who shall, to that end, take into consideration the decisions of previous General Assemblies as well as any individual proposals submitted by Members. Should a Member wish a topic to be debated by the General Assembly, he shall notify the Chairman in writing and in good time or in the time limit set in the Articles of Incorporation, in English.

6.6. Alternatively the Chairman may decide, with the agreement of the Permanent Bureau, to hold a « remote General Assembly », i.e. a General Assembly that is not physically organised nor held at a fixed place, but where the discussions are organised through correspondence or electronic mailing, and where the votings are held according to the provisions of Art. 6.16 and 6.18.

6.7. On agreement from the Chairman and an eventual suggestion – timely addressed to the Chairman - of the Full Members, representatives from other relevant organisations whose presence is considered as advisable, may be invited to attend the General Assemblies for consultation and advisory statements, together with any technicians, secretaries and interpreters necessary for the proper organisation of the activities.

QUORUM AND VOTE

6.8. General Assembly decisions are valid only if at least two-thirds of the Full Members are present or represented. If the quorum is not present or represented then the Chairman can convene another General Assembly within half an hour where at least one-third of the Full Members must be present or represented. If the one-third quorum is not reached, then this General Assembly is dissolved and the Chairman shall invite for a new General Assembly.

6.9. Full Members may be represented at the General Assembly by another Full Member or by the Chairman, with written proxy. No Full Member may hold more than three such proxies, also in the case of related companies.

6.10. Unless otherwise provided for in the Articles of Incorporation , resolutions are adopted by simple majority (50%+1 vote) of the represented votes and are communicated to all the Members. If need be, the General Assembly may decide to inform other interested international organisations and authorities either directly through the Chairman or through its Members about voting results.

6.11. The quorum for the vote of the Chairman is 75% of the represented votes.

6.12. Decisions may not be taken on any topic not mentioned in the agenda.

6.13. Secret voting sessions shall be held for any election of members of the Permanent Bureau or when requested by at least 5 Members with voting power.

6.14. With regard to the number of issued votes, abstentions shall be considered as negative votes.

6.15. The Chairman does not have right to vote at the General Assembly unless the Chairman is appointed as a proxy of a Full Member. In such case the vote is counted as proxy and not as the vote of the Chairman.

VOTING OPTIONS

6.16. The General Assembly shall decide with simple majority the voting option for each of the voting sessions to be held at the General Assembly from those listed hereunder, taking into account also other specific voting requirements listed under other articles in these Articles of Incorporation.

6.17. For a remote General Assembly, the Members with voting power will be informed by the Chairman, in the letter of convocation about the voting procedure to be used (according to 6.18 e) to f).

6.18. Voting options are:

a) show of hand

b) show of card

c) ballot papers

d) any electronic voting system at the location of the General Assembly

Voting options for remote General Assemblies:

e) postal ballot

f) any electronic voting system. In the event that an electronic voting system is used, the participants in the vote must be clearly identified via a business email address.

6.19. Voting options 6.18 c) to f) shall be used for secret voting sessions.

PROCEDURES TO ORGANISE VOTING SESSIONS

6.20. These procedures will be set out in the internal operational rules of the Association for each of the voting options. Chairman and at least one of his Vice-Chairmen shall handle the count of votes.

MINUTES AND RECORDING OF RESOLUTIONS

6.21. The official languages used in the debates is English. The minutes of the Assemblies are published in English.

6.22. The resolutions adopted by the General Assembly shall be recorded in a register to be signed by the Chairman chairing the General Assembly and one of the Vice-Chairmen and shall be kept by at the registered office where it will be at the disposal of the Full Members.

Article 7 The Permanent Bureau

7.1. Subject to the competences of the General Assembly, the Association is administered by a “Permanent Bureau”, comprising minimum of 5 members: the Chairman, two Vice-Chairmen, the Secretary-General and the Treasurer. Additional members of the Permanent Bureau can be appointed by the General Assembly.

7.2. The members of the Permanent Bureau are appointed by the General Assembly deliberating with a quorum of the votes present and the majority mentioned in Articles 6.8 and 6.13, and in accordance with the following conditions:

a) the candidates for the election are individuals, have to be from Full Members and have experience and particular professional qualifications in the European Railway Sector;

b) before the elections, the candidates have to submit proposals to the Full Members.

7.3. The members of the Permanent Bureau shall exercise their mandates in person.

7.4. The terms of office of the members of the Permanent Bureau have a duration of 3 years, or until the next General Assembly following the end of the 3rd year period. All members of the Permanent Bureau may be re-elected twice. However, the General Assembly may decide otherwise.

7.5. The members of the Permanent Bureau may be revoked at any time by the General Assembly deliberating with a quorum of the votes present as mentioned in Article 6.8 of the Articles of Incorporation and at a two-thirds majority of the votes.

7.6. The office shall also expire in the event of the Association’s Members resigning or being excluded or if the member of the Permanent Bureau resigns or doesn’t take anymore an active part within a Full Member. In those cases set in article 7.6, first paragraph, unless the General Assembly decides otherwise, the member of the Permanent Bureau may continue his term until he is replaced by someone else who is appointed by the General Assembly to complete the term.

7.7. The following points fall solely within the competence of the Permanent Bureau :

a) Prepare the budgets and the annual accounts for approval by the General Assembly.

b) Define the general lines of the strategy to be carried out according to the objectives as defined in Article 3.

7.8. The Permanent Bureau institute two committees, one is the Executive Committee, which is in charge of the operational management and the other is the Administrative Committee, which is in charge of the administrative and financial management.

7.9. The Members of the Permanent Bureau meet as often as necessary and at least once a year. The Permanent Bureau is convened by the Chairman on its own initiative or on demand of one other member of the Permanent Bureau. The convocation contains the agenda of the meeting. A Permanent Bureau meeting may be held as a “remote Permanent Bureau meeting”.

7.10. The Permanent Bureau decides at the simple majority of its present or represented members. All members of the Permanent Bureau need to be present or represented to decide validly. One member of the Permanent Bureau may be represented by another member of the Permanent Bureau, with written proxy.

7.11. The members of the Permanent Bureau contract no personal obligation in relation to the commitments of the Association. Their liability is limited to the execution of the obligations ensuing from their mandate and to the faults committed in the execution of their functions.

Article 8 Executive Committee

8.1. The Executive Committee is composed of the Chairman and the two Vice-Chairmen and is responsible for the day to day operational management, in line of the strategy defined by the Permanent Bureau. The tasks of the Executive Committee, acting collectively, include, but are not limited to:

a) attending to the publication drawing up the Association’s budgets and accounts with the help of the Treasurer in order to submit those to the Permanent Bureau;

b) representation of the Association with other organizations;

c) supervision to ensure that the Association functions in conformity with the spirit of its constitution and in compliance with its Articles of Incorporation;

d) implementation of decisions taken by Permanent Bureau, in the line with those of the General Assembly;

e) co-ordination of the activities of the project groups that are entrusted with inquiries and studies necessary to prepare the recommendations of the Association;

f) preparation and sending to the Members the agenda, the minutes of the General Assembly and Permanent Bureau and all related documents and correspondence;

g) of the official deeds of the Association in accordance with the Articles on Incorporation and the laws that are to be applied;

h) chairing all the activities and studies which may contribute to reaching the Association’s stated purposes.

The Executive Committee can appoint staff to carry out, under its direction and control, the executive work of the Association. This executive work includes secretariat support to the Chairman, General Assemblies, Conferences and Working Groups; technical advice; promotion of NB-Rail and support and services to Full Members of the Association.

Article 9 Administrative Committee

9.1. The Administrative Committee is composed of the Secretary-General and the Treasurer and is responsible for the day-to-day administrative/financial management of the Association.

9.2. The responsibilities of the Secretary general are to:

a) Organise the Association’s archives and documents;

b) Help the Chairman to prepare and organise the General Assembly;

c) Assume all administrative tasks contributing to the objectives of the Association.

9.3. The responsibilities of Treasurer are to:

a) Administrate the finances and keep the financial bank account of the Association;

b) Assist the Chairman in drawing the budgets and annual accounts in order to submit those to the Permanent Bureau;.

c) draft an annual statement of receipts and expenditures closed on December 31st of a financial year and submit it to the Permanent Bureau;

d) Assume, jointly with the Chairman, responsibility for the administration of the Association’s funds and their use. This includes also the collection and administration of any payments made to the Association;

e) Any Full Member whose membership fees have not been paid by February 28th shall be given notice of such default by the Treasurer.

Representation with regard to third parties and in justice

10.1. All acts which are binding upon the Association shall be validly and jointly signed by two members of the Permanent Bureau, including the Chairman. In the case of absence or physical inability of the Chairman to perform his duties and obligations, his signature may be replaced by one of his Vice-Chairmen; in this context, neither of the Vice-Chairman shall be required to justify their powers with respect to any party. The Association acts at law and towards third parties, including in justice, through the Chairman and/or his Vice-Chairmen. The Chairman may delegate by writing all or part of this authority to his Vice-Chairmen.

Article 11 Modifications to the Articles of Incorporation and Dissolution

11.1. Without prejudice to Articles 48, 50 and 55 of the Law, each proposal aiming at modifying the Articles of Incorporation or dissolving the Association must originate from the Permanent Bureau or at least from one fifth of the Full Members of the Association.

11.2. The Chairman is to notify Members of such a proposal at least two months before the date of the General Assembly to discuss this proposal.

11.3. The General Assembly can only validly debate if two thirds of the voting Members are present or represented. Nevertheless if that General Assembly does not meet the quorum, another General Assembly shall be convened under the same conditions as above in order to take a final and valid decision on the proposal involved whatever the number of Full Members present or represented.

11.4. Any decision on a modification to the Articles of Incorporation or on the dissolution of the Association shall only be final if it has been approved by a two-thirds majority of the votes.

11.5. Alteration to the Articles of Incorporation shall take effect after they have been approved by the King if requested by law; registered at the Registrar of the Commercial court and published in the appendices of the Moniteur Belge.

11.6. Decisions on the dissolution of the Association shall be taken according to Article 11.3 above.

11.7. In case of dissolution, the General Assembly will determine the terms and conditions of the dissolution of the Association with the credit balance being allocated to a non-profit making organisation.

11.8. The Association is dissolved by rights when the number of its Members falls below five.

Article 12 Fiscal year

12.1. The financial year shall commence on January 1 and end on December 31 every year.

12.2. The assets and incomes of the Association are devoted to the achievement of its goals within the costs limits set down in the annual budgets approved by the General Assembly.

Article 13 Miscellaneous

13.1. Any subject not covered in these Articles of Incorporation, including publications in the Appendices to the Moniteur Belge, shall be governed by the provisions of the Law.