Chapter I: Name, purpose, domicile and scope
Under the name “Asociación Española del Hidrógeno”, an ASSOCIATION is constituted under the protection of the Organic Law 1/2002, of 22nd March, and complementary regulations, with legal capacity and full capacity to act, without profit motive.
The main purpose of the existence of this association is to foster the development of hydrogen technologies as an energy vector, and to promote its use in industrial and commercial applications. It is intended that the main beneficiary of the Association’s achievements will be society as a whole, and not the members themselves, both for the environmental benefits and for the industrial boost that, in the long term, is expected to be obtained.
The fields that the Association intends to cover, without ruling out other future ones depending on technological progress, are:
- Centralised and distributed hydrogen production from fossil fuels.
- Hydrogen production from other energy sources (renewable sources and nuclear).
- Storage, transport and distribution of hydrogen.
- Use of hydrogen in combustion processes.
- Use of hydrogen in technological processes for electricity generation.
- Use of hydrogen in fuel cells.
- Use of fuel cells in distributed and centralised power generation.
- Use of fuel cells in transport, portable and auxiliary power system applications.
- Use of hydrogen in industrial processes and installations.
- Regulations and safety.
1. Information and outreach
The Association aims to promote the exchange of technical information between members, as well as to disseminate to the authorities and the general public the technical and institutional information deemed appropriate. To this end, the Association shall have its own website on the Internet. Likewise, information and news of interest will be disseminated to members via e-mail, and when deemed appropriate, publications will be produced for members and/or for external dissemination. The Association shall be responsible for the periodic organisation of conferences, meetings or congresses in the fields of hydrogen energy.
The Association may play a role of representation of the collective, when the members agree, and in defence of common interests, in relations with Spanish or international bodies or authorities, in strategic, legislative, regulatory, etc. matters. Within these activities, the Association would participate as a member of the European Hydrogen Association, and could participate in the International Hydrogen Energy Association. The Association would promote co-operation (both at collective and individual partner level) with similar associations in the rest of the world. In some cases, the participation of the Association as a separate entity in R&D projects or in thematic networks or networks of excellence could be considered on a collective basis, where this is considered better than an individual participation of several associates.
3. Expertise and Promotion.
The Association will allow the identification of experts (individuals or working groups, and members or non-members of the Association) in the different areas covered by the Association. Such identification is of great use in establishing agreements or collaborations between members, as well as between members and third parties. The Association will promote the coordinated realisation of R&D projects of national and European character within its aims and scope of operation. Regulation: The Association will rely on experts to collaborate with the administration in the proposal of laws and regulations on aspects related to hydrogen energy in all its potential applications. The Association will be responsible for promoting commissions dedicated to the resolution of specific problems of common interest to the members.
As far as possible, the Association will stimulate training in the innovative aspects of hydrogen, as well as the exchange of personnel between the associated companies and research centres in a framework of collaboration.
The Association’s registered office is at Ronda de Poniente, 15. 1º Int. Izda. Tres Cantos, 28760 Madrid, and its scope of action covers the whole of Spain.
Chapter II: Governing bodies
The Association shall be managed and administered by a Board of Directors made up of: a President, a Vice-President, a Secretary and a minimum of two and a maximum of seventeen members. All the positions that make up the Board of Directors shall be unpaid and shall be appointed by the General Assembly and their term of office shall be 4 years, renewable. The constituent Board of Directors, whose term of office shall be 3 years, shall be elected from among the founding members.
The Board of Directors shall meet at least once a year when determined by its President and at the initiative or request of at least three of its members. It shall be constituted when at least half plus one of its members present or represented are present, and for its resolutions to be valid they must be adopted by a simple majority of votes of the members present or represented, at the rate of one vote per person. In the event of a tie, the chairman shall have the casting vote.
Notice of meetings of the Board of Directors shall be given in writing to each and every one of its members, stating the place, day and time and the agenda of the meeting, as well as providing all the documentation and information necessary for its discussion. At least 10 calendar days must elapse between the summons and the date set for the meeting to be held.
The powers of the Board of Directors are:
- To direct the technical-scientific activities and to direct the economic and administrative management of the Association, for which it may agree to formalise the contracts or agreements it deems appropriate, except in those cases in which these establish any acts of disposal or alienation of assets of the Association’s fixed assets, for which the prior and express agreement of the General Assembly shall be required.
- To execute the resolutions of the General Assembly.
- To formulate and submit to the approval of the General Assembly the annual budgets and annual accounts.
- To decide on the admission of new members.
- To appoint delegates for a specific activity of the Association. Any other powers that do not fall within the exclusive competence of the General Assembly of members.
The President shall have the following powers: to legally represent the Association before all kinds of public or private bodies; to convene, chair and close the sessions held by the General Assembly and the Board of Directors, as well as to moderate the development of the same; to order payments and formalise all kinds of contracts and agreements, in the name and on behalf of the Association, after the corresponding approvals by the Board of Directors; to authorise with his signature the documents, minutes and correspondence; to adopt any urgent measure that the good running of the Association may require or in the development of its activities may be necessary or convenient, without prejudice to its subsequent ratification by the Board of Directors.
The Vice-President shall substitute the President in the latter’s absence, due to illness or any other cause, and in this case shall have the same powers as the President.
The secretary shall be in charge of the purely administrative work of the Association, shall issue certificates, keep the files and safeguard the documentation of the entity, ensuring that the Authority is notified of the appointment of Boards of Directors, the holding of Assemblies and the approval of budgets and annual accounts.
The Secretary shall also act as Treasurer, and shall collect and safeguard the funds belonging to the Association and shall comply with the payment orders issued by the President, after verifying compliance with the conditions and requirements set out in these Statutes.
The Members shall have the obligations inherent to their position as members of the Board of Directors, as well as those arising from the delegations or work commissions entrusted to them by the Board itself.
Vacancies that may occur during the term of office of any of the members of the Board of Directors shall be provisionally covered by members elected by the Board of Directors until the definitive election by the next General Assembly.
Chapter III: General Assembly
The General Assembly is the supreme body of the Association and shall be composed of all members. For all votes of the General Assembly, both ordinary and extraordinary, the vote of each member shall be weighted in proportion to its ordinary membership fee.
The meetings of the General Assembly may be ordinary or extraordinary and shall be convened by the Board of Directors. The ordinary meeting shall be held once a year to deal with the matters referred to in Article 18 of these Statutes, as well as any other matters that may be of interest at the discretion of the Board of Directors of the Association. The extraordinary meeting may be called by the Board of Directors, whenever it deems it convenient for the interests of the Association or when proposed in writing by at least 10% of the members, with a specific expression of the matters to be dealt with.
Notices of General Meetings, whether ordinary or extraordinary, shall be sent in writing to each and every one of the members, stating the place, day and time of the meeting, as well as the agenda and the documentation and information necessary for the debate. At least 30 days must elapse between the summons and the date set for the Assembly to be held in the case of an Ordinary General Assembly and 15 days in the case of an Extraordinary General Assembly.
The General Assemblies, both ordinary and extraordinary, shall be validly constituted on first call when the majority of the members with voting rights are present, and on second call whatever the number of members with voting rights. Resolutions shall be passed by a simple majority of votes of those present. The favourable vote of two thirds of the members present or represented by proxy shall be necessary for:
- Cessation and early election of members of the Board of Directors.
- Agreement to constitute or join a Federation of associations.
- Modification of statutes.
- Dissolution of the entity.
- To agree on any acts of disposal of the Association’s assets.
At least the following items shall be included in each Ordinary General Assembly:
- To approve, where appropriate, the management of the Board of Directors.
- To examine and approve the annual accounts.
- To approve or reject the proposals of the Board of Directors regarding the activities of the Association.
- To set ordinary or extraordinary fees.
- Question and answer session.
It shall be the function of the Assembly to establish the annual fees to be paid by the members.
An Extraordinary General Assembly shall deal with the points for which it has been called.
Chapter IV: Partners
Membership of the Association shall be open to any natural or legal person who has an interest in the development of the aims of the Association.
Within the Association there shall be the following types of members:
- Founding members, who shall be those who participate in the act of constitution of the Association.
- Full members, who shall be those who join after the constitution of the Association.
- Honorary members, those who, due to their prestige or for having contributed in a relevant way to the dignity and development of the Association or its aims, are worthy of such a distinction. Honorary members shall be appointed by the General Assembly.
- Promoter members are those members who, on their own initiative, decide to have a greater relevance by increasing their visibility in the context of the actions of the AeH2, in the promotion of hydrogen technologies.
The following categories are established for the classes of founding members, full members and promoters:
- Large companies or groups of companies.
- Small and medium-sized companies with more than 50 employees.
- Small and medium-sized enterprises with no more than 50 employees.
- Research centres, public bodies and non-profit organisations.
- Individual members.
The General Assembly shall establish the annual ordinary and extraordinary fees to be paid by each of the classes and categories of members.
Members shall cease to be members for any of the following reasons:
- Voluntary resignation, communicated in writing to the Board of Directors.
- By non-fulfilment of financial obligations, this being understood to be in the event that the member is 5 months in arrears in the payment of their annual membership fee, at the request of the Board of Directors.
- By a two-thirds vote of the General Assembly, when the member has caused serious damage to the interests of the Association. Prior to the proposed termination of membership, the member may make as many allegations as he/she deems appropriate in his/her defence before the Board of Directors.
Members have the following rights:
- To participate in the activities of the Association and in the governing and representative bodies, to exercise the right to vote, as well as to attend the General Assembly, in accordance with the provisions of these Statutes.
- To be informed of the composition of the governing and representative bodies of the Association, of its accounts and of the development of its activities.
- To be heard prior to the adoption of disciplinary measures against him/her and to be informed of the facts giving rise to such measures, and to be informed of the reasons for the decision imposing the sanction, if any.
- To challenge the resolutions of the Association’s bodies that he/she considers to be contrary to the law or to these Statutes.
The duties of the members are:
- To share the aims of the Association and to collaborate in achieving them.
- To pay the dues, subscriptions and other contributions which, in accordance with the Statutes, may correspond to each member.
- To comply with the rest of the obligations resulting from the provisions of these Statutes.
- To abide by and comply with the agreements validly adopted by the governing and representative bodies of the Association.
Honorary members shall have the same obligations and rights as the rest of the members, with the exception of the payment of membership fees and the right to vote.
Promoter members shall have the right to vote according to their category of membership, shall pay an extraordinary fee, set by the General Assembly, and shall have the rights and duties established in the Internal Regulations of the Association.
Chapter V: Resources and budget
The financial resources foreseen for the development of the aims and activities of the Association shall be the following:
- The membership fees, whether periodic or extraordinary.
- Subsidies, legacies or inheritances that it may legally receive from members or third parties.
- Any other lawful resources
At the time of its constitution, the Association does not have a Foundation Patrimony.
The associative and financial year shall be annual and shall end on 31st December of each year.
Chapter VI: Dissolution
The Association may be dissolved for the following reasons:
- Voluntarily when so agreed by a two-thirds majority vote of the members present or represented at the Extraordinary General Assembly called for this purpose.
- By judicial or administrative resolution with the effects foreseen therein.
- For the causes determined in article 39 of the Civil Code.
In the event of dissolution, a liquidation committee shall be appointed which, once the debts have been extinguished, and if there is any liquid surplus, shall use it for purposes that do not detract from its non-profit nature.
In all matters not provided for in these Statutes, the current Organic Law 1/2002, of March, and complementary regulations shall apply.