In these Articles of Association the expression:
General Assembly (GA)
shall have the meaning set out in Article 8 of these Articles of Association.
Board of Governors (BG)
shall have the meaning set out in Article 9 of these Articles of Association.
Executive Board (EB)
shall have the meaning set out in Article 10 of these Articles of Association.
shall mean the National Helicopter Associations Committee.
Associate Members Advisory Council (AMAC)
shall have the meaning set out in Article 14 of these Articles of Association
(1) The Association established on December 5, 2008 is named European Helicopter Association (EHA).
(2) The registered office is in Cologne and the Association is entered in the Cologne Register of Associations.
(1) The European Helicopter Association (EHA) is a non-profit making organisation.
(2) The Association represents the interests of the Members (as hereinafter defined) at Euro-pean institutions, such as EASA, the European Commission, the European Parliament, Euro-control and at the international authorities/ or-ganizations, such as ICAO and elsewhere. The Association will also provide support to each Member on all issues related to rotorcraft op-erations.
Furthermore, the Association organizes events to a minor extent which have the aim to pro-mote the purpose of the Association and the interests of its Members as well as the re-nownedness of the Association.
(1) NHAC is a founding member of EHA. In ad-dition, membership is open to HeliOffshore and anyone meeting the conditions set out under the sub-section (2), collectively referred to as “Members” subject to approval of the BG as set in Article 4 sub-section (3).
(2) Other organizations from any area which are involved or interested in rotorcraft activi-ties, as well as the relevant industrial associa-tions (e.g. manufacturers, suppliers and ser-vice providers), may join EHA. These organi-zations, to be eligible for membership, must have their own legal status in accordance with the relevant applicable laws. Further, other Eu-ropean Associations representing a category (the Affiliate Members), any supplier of ser-vices not directly linked to the sector (the Sus-taining Members) and international organiza-tions whose interest is similar to those of EHA (the International Members) may join the EHA.
(3) Membership applications should be directed in writing to the BG, which will reach a decision on the basis of a simple majority.
(4) The member Associations are entitled to re-fer to their EHA membership by using the emblem EHA.
Membership ends by:
(1) Notice of membership termination: it must be given in writing and must be received by the Chairman no later than three months prior to expiry of the calendar year. The Executive Board shall then inform the BG about termination and record it in the official minutes.
(2) The Member’s dissolution (legal entity or organisation);
Expulsion on behalf of the Association may happen when:
a) A member no longer meets the requirements for membership, or
b) A member does not meet its obligations towards the Association; or
c) The exclusion of a Member can be pronounced by the BG if the Member fails to pay the membership fee within six months of notice by the BG. After this time, all membership rights are dormant, although the obligation to make payment of the membership fees is not affected;
(4) The resigning or expelled Member shall not be entitled to any refund of membership fees from the Association.
(5) Upon any termination of membership (for whatever cause) the resigning or expelled Member shall immediately cease to refer to its EHA membership or anyway use the emblem EHA.
(1) The financial means of the Association shall result, amongst others, from:
- yearly subscription (membership fees);
- possible subsidies;
- all other revenues.
(2) The membership fees are collected from the member Associations/organizations. These annual fees are set by the BG on the basis of the equal treatment principle
The internal structure of the EHA is composed by the following bodies:
a) General Assembly
b) the Board of Governors
c) the Executive Board
The General Assembly (GA) is composed by all Members and will meet at least once a year and it will be presided by the Chairman of the EB.
(1) The NHAC shall be represented at the BG by up to eight (8) Delegates and HeliOffshore shall be represented at the BG by one (1) Delegate. Each Delegate shall have voting rights. AMAC shall nominate their Representatives to attend the BG meetings without voting rights.
(2) The Chairman shall have voting rights in the Board of Governors regardless of being appointed within the association or outside of the association.
(3) Each Member elects its Delegate or Representative and notifies the corresponding name and address in writing to the Chairman. With effect from such notification and until replaced by the corresponding Member, the Delegate or Representative represents the corresponding Member in the BG.
(4) The BG is responsible for setting the aims and objectives of the Association, for the approval of the business plan, the annual budget and the financial statements including approval of the balance of the income and expenses of the Association. The BG also has the power to approve any amendments to the Articles of Association and fundamental measures relating to the fulfillment of the targets of the Association. Moreover, the BG is responsible for any further issue that does not fall under the scope of work of any other Association body.
(5) The meetings of the BG will take place at least twice a year and are presided over by the Chairman. The invitation, including the agenda and the place of meeting, shall be issued at least two weeks before the date of the meeting, in writing, by telecopy or e-mail.
(6) Each year, within four (4) months after the end of the financial year, the Treasurer shall prepare a financial report, balance sheets, statement of income and expenditure, and explanatory notes thereto for the BG approval. The BG may appoint an auditor, or such other officers of the Association as it sees fit, to review the accounts. If the financial statements are correct, the auditor requests for the approval of the Executive Board during the BG meeting.
(7) Any decisions of the BG are also valid without a meeting, if the majority of the Delegates have declared their agreement in writing either by letter or by electronic mail. The decisions of the BG have to be recorded in writing. The minutes have to be signed by the Chairman or one of the Vice Chairmen.
(8) Period of office for each BG Delegate is two (2) years but re-election is possible on a term by term basis.
(1) The Executive Board (EB) is made up of 3-5 members appointed and removed by the BG. It includes a Chairman, two Vice Chairmen, a Treasurer and an Executive Director, it being understood that:
- the Chairman shall be elected among the Delegates or from outside the Association (in any case, excluding within the AMAC), while the Vice Chairmen can only be elected among the Delegates. In case the Chairman is elected among the Delegates, he/she as well as the Vice Chairmen must be chosen from different Members always ensuring that one Executive Board member is from HeliOffshore);
- The Treasurer must be elected among the Delegates, unless among the Delegates there is no financial expertise; in this case the BG may decide to appoint an external expert.
- The Executive Director does not need to be a Delegate or a member.
(2) The members of the Executive Board (EB) have equal voting rights for matters within the Executive Board.
(3) Period of office for the Chairman, Vice Chairmen and Treasurer is two (2) years but re-election is possible on a term by term basis. In case the person elected as Chairman or Vice Chairman, during its office ceases for whatever reason to be a Delegate, it ceases from the office and a new election shall be arranged for the BG to elect a new candidate for the vacant position.
(4) According to sect. 27 of the Civil Code, the Chairman may be authorized by the BG to receive payment of a monthly fee in the amount decided by the BG.
(5) The EB is in charge of the management of the Association. The EB shall keep notes of the financial position of the Association in such a way that from those notes the rights and liabilities of the Association may be known and updated at all times.(6) According to sect. 26 of the Civil Code, the Association will be represented, in and out of court, by two members of the Executive Board acting jointly.
(7) The Chairman and the two Vice Chairmen shall be elected by the BG members (i.e. excluding AMAC Members) with an absolute majority.
The Executive Board will not enter into any ob-ligation because of their function. They are not personally liable for engagement taken by the non-profit making Association and their liability is restricted to the fulfilling of their mandate.
(1) For purposes of pursuing the aims and objectives of the EHA, the responsibilities within the Association are allocated as follows along the lines of the existing special functions:
(2) NHAC will have the lead and be the focus of expertise for all the other areas of rotorcraft operations.
(3) HeliOffshore will have the lead and be the focus of expertise for all matters which are associated with Off-Shore transport
(4) AMAC will give support in all areas related to engineering, technical, environmental, safety and operational matters.
(5) Lead and focus of expertise means that the designated organizations shall take the lead within their specialisation. They will bring together the relevant interests and expertise of all EHA member organisations, thereby encompassing all member interests under the direction of the BG, the supreme body with ultimate responsibility for EHA policy and strategy.
(1) The TOHC is comprised of the representatives engaged in the EASA SAB (Stakeholder Advisory Body) Technical and Sectorial Committees and EHA WG (Working Group) Chairmen. TOHC activity is coordinated and supported by the Executive Director and an EHA person seating in the Rotorcraft Committee (R-COM) (R.COM Chairman, Vice Chairman or other designated member) who are responsible for reporting its output to the BG. The Executive Director and the R-COM member may chair the TOHC and ensure the appropriate linkage with the BG.
(2) The function of the TOHC is to coordinate the activities of the representatives in the various EASA SAB Technical and Sectorial Committees and ensure proper coordination with the EHA working groups. It should also ensure the implementation of an appropriate conduct, in particular for operations which may relate to several working groups.
(3) the TOHC may draw up recommendations and submits them to the BG.
(4) If a consensus cannot be reached within the TOHC, the matter shall be referred to the BG for a decision.
(1) The Associate Members Advisory Council (AMAC) comprises members of different categories: Manufacturers of helicopter airframes, rotors and engines; Manufacturers and suppliers of other products; Service providers. Only Manufacturers of helicopter airframes and engine have the opportunity to send Representatives to the BG to a maximum membership determined by the Executive Board.
(2) As Advisory board, the AMAC shall advise the BG on engineering, technical, environmental, safety and operational matters.
(3) AMAC representative/s at the BG have no voting rights and cannot be elected as part of the EB.
(4) EHA is historically and fundamentally a representative body of operators, but it has decided to associate the OEM's under AMAC to its actions and works considering their key role in the operational, technical and regulatory issues debated within EHA. However, OEM's only have an advisory role towards EHA and consequently their representatives shall not be eligible for election in order to respect, on one side the fact that EHA talks in the name of the operators and on the other side, a principle of equity between these OEM's in order to avoid any potential conflict of interest.
(1) Working groups are formed to focus on specific issues and to advise the BG through the TOHC.
(2) Permanent working groups are set up for the areas of Offshore, HEMS/Air Ambulance, Aerial Work/FireFighting, Non-Commercial/Air Taxi or as otherwise determined by the BG.
(3) ”Ad-hoc” working groups might be established on special issues and may report directly to the BG.
(4) Members of the working groups are appointed by the member Associations and approved by the BG.
(5) The Chairmen of the working groups must be recognized specialists in the relevant area. Once identified as suitable candidates, they are nominated by the working groups’ members for BG approval. The Chairman of the Off-Shore working group shall be approved by HeliOffshore.
All offices of the Association are honorary of-fices, except for the Executive Director and the secretary, if appointed. However, the BG may decide to devote a part of the Annual Budget to pay the Chairman.
The registered seat of the Association can be changed by the BG to any other place in Germany.
The Association can only be dissolved by resolution of an extraordinary meeting of the General Assembly specifically convened for this purpose. As foreseen in section 41 of the German Civil Code, the Association may be dissolved by resolution of the General Assem-bly. The resolution must have a majority of three-quarters of the votes cast, unless other-wise provided in the Articles of Association. The General Assembly will appoint liquidators and decides about the appropriation of the as-sets.
The business year of the Association is the calendar year.
The place of fulfillment and jurisdiction for all rights and obligations arising from these Articles of Associationis Cologne. The Articles of Association are subject to the law of the Federal Republic of Germany with the exception of the German conflicts of laws rules.
As this is an International organisation, English is the official language of the Association and of all its relevant documents. If documents have to be drafted in German due to imperative provisions of law, they shall be drafted synoptically in German and English language. In this case the German text prevails, and in case of different interpretations the German text always has priority.
Altenberger Str. 23
50668 Cologne (Germany)