VOM Internal Rules of Governance

INTRODUCTION

This document aims to provide a general description of the structure and culture of VOM. The association is governed by internal regulations drawn up by the governing body. These regulations remain subordinate to the statutes and may not contradict them. Members are bound by the regulations after they have been ratified by the general meeting. The internal regulations set out agreements of forms of cooperation between the governing body, the VOM team, communities, working groups and all members. The idea is that each director and member can contribute to VOM to the maximum extent possible. For this purpose, different profiles are present so that differentiation and added value can be created. The document also serves as a guide for a new director or VOM member to understand how VOM works on the one hand and the expectations towards each other on the other.

ORIGIN

The following is a collection of questions and answers on points discussed on 24 April 2019 by the directors present, further supplemented in 2020 and expanded in 2022 following 2 guided strategy sessions with the directors, delegates from YOUNG VOM and Promosurf and the VOM team. These internal regulations are a living document and will be adapted according to needs and opportunities.

MISSION

VOM is an active venue for all companies/organisations working together on sustainable surface treatment of materials.

VISION

"Beyond treatment of surfaces, VOM gives meaning to surface treatment!"

Our objectives extend beyond a focus on technology. It is also about quality, safety, environment, energy, (circular) economy, legislation, trends, etc.

"I have a dream" that surface treatment is an indispensable expertise and that everyone is aware of its possibilities.

VOM wants to unite professionals and companies that have technical expertise related to surface treatment because it is a fundamental aspect in the finishing of a lot of products offered on the market.

VOM wants to give all members the opportunity to network together, exchange information and promote all surface treatments. VOM wants to actively involve members in the functioning of the association. To this end, some agreements have been formulated in these internal regulations.

By uniting, VOM wants to connect members among themselves (technical knowledge exchange, new exciting developments) and bring them into contact with potential customers (promotion of the profession), with laws & regulations and with bodies involved in this (universities and research institutes).

For this, we need to communicate CLEARLY in all possible forms to members and non-members. And vice versa, VOM should also be informed what is going on with our members and in the industry.

To achieve all this, there needs to be great agility to respond quickly to changes in society. Only in this way can VOM develop further.

OBJECTIVES

To unite: point of contact for the industry

All individuals, companies, bodies interested in surface treatment can contact VOM with their questions on coating processes, new techniques, regulations, etc.

Connect: promoting surface treatment

Surface treatment is a complex world. That is why VOM informs specifiers, clients, building owners, architects, study firms, project developers about the possibilities of the technology.

Strengthen: passing on technical knowledge to companies

Working with expertise! That's what we go for. VOM provides technical information on surface treatment through courses, study days, networking activities, trade fairs, (digital) monthly magazines, websites, etc.

Defending: representing the interests of the industry

VOM represents the industry to environmental administrations and legislative authorities to constructively work towards a sustainable world regionally, nationally and internationally.

PRINCIPLES

• Working document or draft: a document that is first reviewed and completed within a body before being approved at a joint meeting. Consent is how an approval is arrived at.
• Group: indicates a collection of members who are temporarily or permanently committed to the general interest of VOM vzw.
• Members: all persons mentioned in this document who are members of VOM vzw.
• AV: general meeting: all the members of VOM vzw
• Subcontracting: an assignment/work carried out in full or in part by a third-party partner at a given price and under specific conditions.
• Termination: termination of a cooperation agreement namely at its own request or forced by the group.
• Governance: refers to the way cooperation is conducted.
• Letter from the Chairman and General manager: a brief summary of all operational activities of VOM during a given period. This is prepared by the General manager and chairman and distributed at least 7 days before the governing body meeting.
• Governing body: directors elected during by the general meeting as provided for in the articles of association. The authority and procedures to be followed are clearly defined in the applicable articles of association.
• P&L: Profit & loss calculation providing a financial overview of an activity or set of activities.
• Community: a group of members under mandate from VOM with its own P&L. The governing body (= mandator) therefore remains responsible for the actions of a community.
• Community report: a brief summary of all operational tasks of the community and is collected by the general manager at least 7 days before the meeting of the governing body.
• Structure: the context within which members can take an active role.
• Body: a working group, community, governing body, core board, marcom group, ... the components of the structure.
• VOM products: by this we mean the following: training, event, trade fair, quality label, CETS, member recruitment, magazine VOMinfo, E-VOMinfo, etc.
• Workgroup is a group of professionals, members of VOM vzw, who represent a certain theme or subject and thus contribute to market demand under the guidance of a member of the VOM team. For example, the Aluminium Working Group or Zinc Working Group. Third parties can also be part of a working group if necessary or desirable.
• Marcom group: sounding board consisting of members who want to get involved in marketing-related topics within VOM vzw, we are thinking of the trade magazine VOMinfo and E-VOMinfo.
• Body of knowledge (BOK): the complete set of concepts, terms and activities that make up a professional domain, as defined by the relevant scientific association or professional society. It is a type of knowledge representation by each knowledge organisation.

STRUCTUUR VAN VOM

1. Overview of bodies

• General Assembly GA: body of the members, as clearly defined in the articles of association.
• Governing Body: directors with the mandate to govern the association, as clearly defined in the statutes.
• The Bureau (or board): is elected within the governing body and may consist of a president, a vice-president, a treasurer and a secretary and provide support to the executive board through the General manager.
• VOM team: staff members who - as employees or self-employed with a specific assignment - are responsible for the daily operation of the association and report to the executive board or, in their absence, to the governing body.
• Community: group of members actively committed to pursuing a particular objective. They manage their own budget and programme of activities, presented and approved annually by the governing body. They contribute to the realisation of the objectives of VOM vzw and do not contradict them.
• Working group: a group of members grouped around a similar technology or interest, whether or not supplemented by third parties. The group pursues the general interest.They share their knowledge through meetings, interviews and publications. Working groups can have a permanent or temporary existence. They may represent a technical issue or a social issue.
• Auditors: these are responsible for auditing the accounts, the financial situation and the transactions recorded in the annual accounts during the current financial year. They make a report on this and present it at the GA.
• Instructors: experts, preferably chosen from within our members, who are appointed by VOM vzw to supervise a specific training course. The assignment and conditions are clearly defined.

Below is a presentation of the structure of VOM. 3 groups can be named to which members can belong. The red arrows indicate mutual links i.e. e.g. YOUNG VOM should delegate at least 1 person to the governing body. The aim is to get as many members as possible at VOM to take an active role.

2. The governing body

The powers and responsibilities of the governing body are clearly set out in the applicable statutes. What follows relates to the practical operation and arrangements as drafted by the governing body.

The main tasks of the governing body are linked to policy and supervision. They formulate and monitor strategic objectives. Governing body members are involved in tactical or strategic issues to help VOM grow further and to spread professional knowledge more widely. On the other hand, knowledge input is expected but not mandatory. They also approve the budget proposal, look at potential cooperation with other organisations/groups and report new developments in surface treatment.

The governing body is a collegial body. Decisions are made as a college. The governing body meets physically at least 4 times a year. In between, online meetings are organised. During the governing body meeting, decisions are taken on items listed on the agenda.

To better monitor the ins and outs of VOM's operational tasks and make clear the actions taken, a "Letter from the Chairman and General manager" is delivered to the directors prior to each meeting.

The manager attends and reports during the board meeting. If necessary, third parties may be invited to explain specific agenda items. Those present from the VOM team or third parties have no decision-making rights.

The governing body has the following duties:

• Behave as a prudent and reasonable person in accordance with the statutes of the association;
• Tactical and strategic questions (taking position, relationship with other parties), the difference between what is urgent for VOM (=Bureau/Core Board) versus what is important for VOM (=Board Body);
• Discussion of projects brought in by the directors;
• Discussion of financial results and approval of budget plan;
• Approving the P&L of the communities and working groups;
• Mandating the General manager to act within budget;
• Looking for added value for all VOM members and related target groups so that the added value of membership becomes more demonstrable;
• Deciding on a transfer of a tangible asset;
• Deciding on any transfer, licence or other arrangement relating to the Company's intellectual property rights;
• Entering into loan agreements in excess of €50,000 not already included in a budget approved by the Board;
• Providing security (including guarantees or a mortgage or a mandate to grant a mortgage or pledge on the Company's assets or business);
• Standing in for the establishment of a core board, community, working group or any other body of the structure, including the determination of its powers.

3. The bureau/board and executive board

Generally speaking, the role of the bureau (core management) and daily management is to take up the operational (i.e. daily or urgent matters of VOM) tasks and make decisions in these.

The bureau/core management and daily management have the following tasks:

• Supporting the General manager in taking urgent operational decisions that may have some financial impact or consequences for the association or staff. Urgency is e.g. purchase of small rolling stock, decisions in hiring/dismissing staff within approved budgets, conducting performance appraisals, etc.
• Making decisions regarding IT purchases within approved budgets;
• Protecting personal information on employees towards the governing body and general assembly;
• Signing all kinds of official documents for the government or third parties;
• Making payments (by the treasurer or chairman);
• Merging bank accounts or choices regarding financial optimisations (after approval by the governing body);
• Conducting and settling disputes below an amount of €5,000;
• Issuing capital below €5,000, other than in the normal course of business or determined by the business plan or by the approved budget;
• Core board watches implementation of strategic developments and provides advice;
• The assistance of the core board can also be called upon in the preparation of files that the general manager wishes to present to the governing body and then serves as a first sounding board. In this capacity, the core board does not take decisions, but gives advice;
• The core management decides in all wisdom to transfer to the governing body if the problem exceeds their decision-making scope.

Ordinary day-to-day operational decisions remain with the manager who acts as the day-to-day board. The latter decides in all wisdom which decisions to refer to the core board.

4. The VOM-team

The main task of the VOM team is linked to execution and business development. More specifically, executing operational objectives and reporting, as well as identifying growth and opportunities.

The VOM team consists of people on the VOM payroll and/or freelancers hired for specific and delineated assignments. The VOM team includes at least the following positions, full-time or part-time.

A general manager

• Maintain relations with the office/core management and governing body
• Developing and evaluating general policy (ultimate responsibility)
• Developing business development via the business plan and defining strategy

A sales manager

• Developing new products with added value
• Maintaining relationships with members (national and international)
• Maintaining relationships with partners (national and international)

 

A marcom and operations manager

• Develop and implement a marketing plan
• Realising communication carriers, such as VOMinfo and E-VOMinfo, social media
• Communicating about products and services
• Organising courses and events
• Maintaining member contacts

 

The VOM team will focus on activities that add value to VOM vzw. Non-core activities will be automated or outsourced as much as possible. Attention must be paid to business development and efforts must be made to increase added value and satisfaction among members.

The main tasks of the VOM team are:

• Ensuring communication to members through direct channels (VOMinfo, website, email, phone) and social media;
• Execute sales;
• Recommending all products to members;
• Establishing working groups and assisting in the realisation of activities;
• Assist and support communities in realising activities;
• Finalising P&L of VOM;
• Preparing board meetings and GA;
• Collecting calendar of activities;
• Handling and implementing a sales & marcom plan;
• Monitoring time distribution and operation of working groups and communities;
• Maintaining international contacts;
• Maintaining active contacts with members and stakeholders;
• Act with neutrality and impartiality.

 

5. The community

 

To a certain extent, a community has its own identity that fits within the vision and mission of the association VOM vzw. The community contributes to the further growth of VOM as a whole.

A community has the possibility to organise its own Profit & Loss activities and has an annual budget, approved by the managing body. This budget cannot be accumulated over several years and is determined every year. However, the P&L is purely to ensure that the community manages its own income and expenditure. All income and expenditure falls under the budget/account of VOM vzw. A separate general ledger account is created for accounting purposes so that it reflects expenditure and income at all times.

For a community to function optimally, a board is appointed annually, consisting of members, who take responsibility for ensuring the smooth operation and existence of the community. The composition of the board should be reported to the governing body and the general manager. At least 1 director of the community must be part of the governing body. The community provides a brief status report for each board meeting and makes it available to the General manager.

The community can count on support from the VOM team to realise the activities.

The following issues should be carried by the community:

• Search for new community members;
• Making its own report;
• Draw up the degree of support for the VOM team (estimate of the number of hours the community needs to have specific tasks carried out by the VOM team);
• Ensuring continuity of the community;
• Announcing change of board members;
• Preparation of an annual schedule of activities linked to VOM's calendar. The agenda of each working year will be announced one month before the end of that working year for the next working year. The activities are in line with the overall trend of VOM and reinforce the vision;
• Seeking sponsorship;
• There is no membership fee but an annual contribution in operation to community participants and this in function of membership in VOM vzw;
• Elaborate a letter from the board with a short report of the results;
• Attendance at the GA with a presentation of the programme for the coming period;
• The community has no authority to sign and cannot represent VOM vzw to third parties;
• If necessary, the community sends a delegate to the core board. The community sends a delegate to the core board if necessary, where the matters that need support to organise a product are discussed;
• The income of a community can be: contributions from participants, participation fees for events, sponsoring. Expenses are determined by the activities organised by the community, orders should be passed on to the VOM team.
• The mandate of the community board is unpaid. VOM ensures that the appointees receive adequate interest and appreciation for the efforts made through all communication channels of VOM. The board may profile itself during an event/publication.

6. The working group

A working group aims to follow new developments in the field of surface treatments but may also delve into social issues that have an impact on our members' business operations. They meet at least twice a year. A distinction is made between permanent and temporary working groups. The working groups do not have their own budget.

A working group is composed of VOM members and aims to defend their discipline, write (practical) guidelines, organise events, follow new developments and anchor knowledge with universities and colleges. Members who want to think constructively and share knowledge may join a working group. Neutrality and transparency within the group are important. The general interest is pursued. If too much commercial or self-interest is identified, the governing body has the right to discontinue participation in the working group. If necessary, working groups can be assisted by experts or external experts outside the VOM organisation. Cooperation with other organisations must be made known to the general manager and, if necessary, to the governing body.

Following issues can be carried by working groups:

• Publication of a guidelines, white papers, articles on relevant topics carried by a group of members;
• Mentioning new insights in the field of surface treatment;
• To provide insight into the functioning and output of the working group, regular reports are made to the governing body via the manager or via a designated person in charge of the working group;
• The working group can rely on a fixed contact person from the VOM team;
• Connecting experts and suggesting topics or training courses;
• Providing input to VOM media channels;
• Contributing strategically or by suggesting topics related to VOM's Body of Knowledge;
• Contributing to the organisation of an activity on a specific topic;
• The workgroup has no authority to sign and cannot represent VOM vzw to third parties.
• The mandate of working group members is unpaid. VOM ensures that the appointees receive sufficient interest and appreciation for the efforts made via all VOM communication channels.
• Members of a working group may profile themselves during an event/publication.

 7. The teacher

Because surface treatment is such a complex and broad technology, trainers are employed on a freelance basis. This way, VOM can flexibly anticipate the needs of the market and maximum use is made of technical expertise. Enthusiasm, expertise and willingness to share knowledge are three important criteria for the selection of trainers.

VOM can appoint several trainers, experts in the field and preferably members of VOM, to provide training within the framework of the Body of Knowledge. The trainers should be sufficiently neutral towards the trainees and act in the public interest, i.e. a trainer aims to focus his attention on imparting knowledge, not selling his own services or products.

A standard annual fee is set for trainers both for effective teaching and travel. The trainer does not decide on purchases and rentals necessary for the organisation of the courses without the agreement of VOM vzw.

The presentation and the course material are the property of VOM vzw, which grants permission for their distribution to the participants. If the presentation and course material are the property of the trainer, he must give permission to VOM vzw for their distribution to the participants. When course material is adapted, agreements are made between VOM vzw and the teacher(s) concerned.

Per course/course, an agreement is drawn up between the trainer and VOM vzw in which the assignment, timing, remuneration, cancellation and specific agreements are laid down. Lessors shall behave as a prudent and reasonable person in order to guarantee the quality of the training.

8. The auditors

The General Assembly shall appoint annually, upon proposal of the Governing Body, two or more auditors. They may not be part of the governing body during the period covered by the audit. The auditors are responsible for auditing the accounts, the financial situation and the transactions recorded in the annual accounts during the current financial year. They may examine all deeds and documents useful for the performance of their task. This is done in the presence of the Treasurer and the General Manager.

They report on their assignment to the general meeting. Their mandate thus ends. The account officers may be assisted by third parties upon approval by the governing body.

CULTURE OF VOM

1. Decision approach & joint meetings

General

At meetings, decisions are made on items listed on the agenda. Certain topics must be sufficiently prepared and explained by those involved (General manager, chairman or the community, working group representative, etc.). This means that the necessary working documents contain a consolidated response or recommendation from the General manager, chairman or the group and that they have been distributed at least 1 week prior to the meeting. It is important that everyone has been able to prepare sufficiently before deciding.

The decision-making process is preceded by the following steps:

• A project manager should be appointed and ...
• ... makes a SYNTHESENOTA from an ANALYSIS and PROPOSAL TO DECIDE to the relevant body.
• at meeting of the body is explained and decided: back for re-analysis or decision and implementation
• Then only COMMUNICATION (How, What, Where, To whom, Why) before IMPLEMENTATION
• And after some time EVALUATION

The managing body

The governing body takes decisions only if the majority (half+1) of the directors are present or represented by written proxy, valid for one meeting. If a director is suddenly unable to attend due to unforeseen circumstances, he may communicate his position/decision to the group via e-mail.

The governing body basically decides as a college through the rules of good governance. The governing body performs its duties without bias or partiality in every decision it takes. The governing body may only use the attributed or delegated power for the purpose of the VOM. The governing body decides through "consent" decision-making. This is the making of a decision when none of those present has reasoned and predominant objection to the making of that decision. In other words, whoever "consents" does not have to be "in favour" of the proposal, only he may "not be against" the proposal. If "consent" is not reached, the reason/statement should be indicated supplemented by clear and concrete actions to be further developed by the general manager, chairman or group within an agreed timeframe.

2. Meeting expectations

Appointments are made at scheduled meetings and gatherings. This is done entirely voluntarily (not compulsorily) and at the same time not without obligation. The person taking on an action is expected to try to complete it to the best of his ability within his proposed deadline. If this is not possible, he will motivate this to the group.

VOM also expects the governing body, office and community to respect the following points for meetings:

• Attendance at the meetings (either physical or dial-in) of at least 75%;
• Being aware of the agenda items discussed and any files;
• Directors should be specifically aware of the "Letter from the Chairman and General Manager";
• There is a turn order for preparing the report. This is completed during the meeting, and proofread by either the General manager or the appointed person in charge and forwarded within 2 weeks of meeting.

3. Social expectations

At the meeting, everyone agreed to work together in an open and constructive manner and move forward in consent.

Open and constructive means:

• Building up, improving, moving forward, the future and NOT focusing on the past, rigidity, opposing, putting our own projects/ideas above other people's ideas. Of course we take lessons from the past, but we are not going to keep revisiting that past and repeating the same discussions. We can revisit a collective decision but not an opinion of someone at a particular time.
• Take real responsibility: if it's not right, agree, but set a clear alternative. Engage.
• In times of uncertainty, try to manage the association without cramping. Results are more uncertain than before. Crises are challenges.
• Firm discussions and possibly clashing views are allowed, but do not let people clash. After a decision, adopt a collegial attitude. Do not keep questioning decisions taken, and very important: there are no winners and losers, good and bad, at a meeting. Do not create polarisation.
• Have no fear that if there is persistent disagreement with a majority, simply vote on the issue, and approve by majority.
• Not define or suggest suspicion or bad intentions towards fellow board members, bureau/core board, chair, staff or group members.
• Prepare a meeting, and if that is not possible (we can all be too busy at times, or documents arrive late), perhaps practise the art of silence.
• If a working group or community decides something, it need not be supported by the governing body but it must fit within VOM's mission. The role of a working group or community is to come up with proposals, activities, possibly with a budget plan and present it to the general manager and/or the governing body.
• Following a logical sequence of "from analysis to synthesis to proposal to decision to decision to communication to implementation to evaluation" is necessary for good governance. All working groups and communities should ensure "from analysis to decision". The governing body decides after which the group moves on to communication tem evaluation.
• All members are invited a priori to be active within VOM. There is open communication via calls to all members. However, if these calls are not followed up, no comment can be made afterwards about preferential treatment of certain active members.

4. Location and practical arrangements meetings

The location of the meeting will be chosen by the body concerned and may alternate between companies. The dates of the meetings are preferably fixed 6 months in advance. It is also important to start and finish on time. To this end, a period will be provided before the start to "arrive". There is a formal check-out at the meeting that serves as an evaluation.

5. Financial arrangements

Er zijn géén bezoldigingen voorzien voor het bestuursorgaan, communities of werkgroepen. Wel kan VOM bepaalde kosten aanvaarden zoals verblijfskosten en/of een vergoeding voor het transport. Dit kan enkel na voorlegging van bewijsstukken of de reden van verplaatsing. Hierbij gelden de op dat moment geldende kilometervergoeding zoals jaarlijks vastgelegd. (Zie omzendbrief dat hieromtrent gepubliceerd wordt in Belgisch Staatsblad).  Enkel deelname aan vergaderingen inzake beleid & vertegenwoordiging van de vereniging ten aanzien van derden komen in aanmerking.

Bestuurders, leden van werkgroepen, bestuur van communities en sprekers tijdens events kunnen gratis deelnemen aan het door hen georganiseerde event. Uitzondering hierop zijn de deelname aan cursussen, opleidingen en beurzen of indien andere afspraken binnen de groep gelden.

Voor de lesgevers wordt er jaarlijks een standaardvergoeding vastgelegd zowel voor het effectief lesgeven als voor de verplaatsingen. Per cursus/opleiding wordt een overeenkomst opgesteld tussen de lesgever en VOM vzw waarin de opdracht, timing, vergoeding, annulering en specifieke afspraken vast gelegd worden.

Volgende verplaatsingen worden niet vergoed:

• Deelname aan vergadering (bestuursorgaan, community, werkgroep, …)
• Deelname aan studiedagen, netwerkevents, cursussen, ed.
• Deelname aan de Algemene Vergadering.

6. Representation of VOM by members other than the governing body or community

If an active member represents VOM in other organisations aimed at the development or general interest of VOM vzw, this should be decided by the governing body. An agreement is drawn up which regulates the mandate, powers, term, specific agreements and remunerations.

 

Approved by General Assembly

MEISE 31.05.2023