Statutes
[EXCERPTS – TRANSLATED FROM FRENCH]
TITLE III – Members
Article 6 – The association is made up of physical and legal persons, which are effective members or honorary members.
Effective members enjoy the full rights attached to membership in the association, including the right to participate and vote at the general assembly.
Article 7 – There must be a minimum of two effective members.
Article 8 – Any person wishing to become an effective member must submit a written or electronic request to this effect to the board, or be invited to become a member by the general assembly acting by a two-thirds majority. In case of admission, the person immediately becomes an effective member.
Article 9 – The minimum conditions to be admitted as effective member are the following:
- be sponsored by two effective members;
- express adhesion to the statutes and desire to actively support the purpose of the association;
- not hold a political appointment or any other office susceptible of creating a confusion as to the independence of the organisation.
Other conditions may be specified in a set of internal by-laws.
Article 10 – The board of directors may, at its discretion, grant the status of honorary member to persons wishing to lend their support to the association. No rights or obligations are attached to this status.
Article 11. Effective members are free to withdraw from the association at any time by sending their resignation in writing to the board.
An effective member is deemed to have resigned:
- when he/she no longer meets the eligibility requirements;
- and/or when he/she is neither present nor represented at two consecutive general assemblies.
The Board may exclude members who are guilty of a serious breach of the statutes or of the laws of honour and propriety, after notifying the persons concerned of the reasons for their proposed exclusion and allowing them to present their defence in writing within fifteen days of the notification.
The expelled member may, within one month of notification of his exclusion, lodge an appeal with the general assembly. In the event of such an appeal lodged within the time limit, the board shall convene the general assembly at a later date of no more than six weeks after receipt of the appeal; The expelled member is invited to do so in order to develop his or her appeal, if he or she so wishes. The appeal will be upheld if the general assembly decides unanimously, as the effective members who participated in the decision of the board may not participate in the deliberations or the vote.
Article 12. The resigning or expelled member, as well as the heirs or assigns of the deceased member, have no right to the social fund. They may not request or request statements or inventories.
Article 13 – Members do not incur any personal liability from the association’s own commitments.
TITLE IV – General Assembly
Article 14 – The general assembly consists of all effective members.
Article 15 – The competence of the general assembly includes the power to:
- the appointment and dismissal of the prospective commissioner and the fixing of his remuneration;
- the determination of the conditions, in particular the financial conditions, under which the mandate of a member of the board is granted and exercised;
- the approval of the annual accounts and budgets, the discharge of the directors and any auditor and the initiation of an action by the association against one or more directors or the auditor;
- removal of a director;
- the voluntary dissolution of the association, and in that case, the appointment of one or more liquidators, and the determination of other appropriate procedures;
- to transform the non-profit organisation into an AISBL, a cooperative society approved as a social enterprise and an approved cooperative social enterprise;
- other cases where the law or the statutes require.
The power to amend the statutes and appoint directors is therefore vested in the Board of Directors.
Article 16 – At least one general assembly is held every year, at the latest on 30 June.
A general assembly may be convened at any other time by the board of directors.
It is required to convene an assembly at the request of at least one fifth of the effective members, or of a member who lodges an appeal within the prescribed period against the decision of the board to exclude him. In these cases, the general assembly is held within six weeks of receipt of the request.
Effective members are invited to the general assembly by ordinary letter or email, at least 15 days prior to the meeting. The notice states the date, time and place of the assembly, as well as the agenda. Any documents relevant to the deliberations of the general assembly are attached to the notice.
The general assembly can be held online.
Article 17 – The board of directors may invite adhering members or any other person to attend all or part of a general assembly as observer or advisor.
Article 18 – All effective members have a right to vote at the general assembly, each member having one vote.
Article 19 – Effective members may be represented by another effective member, by way of a written or electronic proxy. Each member of the general assembly may only hold one proxy.
Article 20 – The general assembly may validly deliberate, whatever the number of members present or represented, unless prescribed otherwise by law or the statutes.
Article 21 – Decisions of the general assembly are taken by a simple majority of the votes validly cast, unless prescribed otherwise by law or the statutes.
In case of equality of votes, the vote of the Chair of the board of directors is the casting vote. Abstentions and invalid votes are excluded from the count.
Article 22 – The general assembly can validly deliberate only with respect to points included in the agenda.
Article 23 – The decisions of the general meeting are recorded in a book of minutes signed by the Chair and one director. The book is kept at the registered office of the association, where it is available for consultation by members. These decisions may be brought to the attention of interested third parties by means of extracts signed by the persons who have the power of general representation of the association, unless the law provides for another form of publicity.
TITLE V – Board of Directors
Article 24 – The association is administered by a board of directors composed of at least three and at most nine members.
Article 25 – Directors are elected for a renewable term of three years.
Any director wishing to resign must notify its decision in writing to the board. If the number of directors following such resignation were to fall below three, the resigning director must stay in office until a successor is appointed. The board of directors may, in case of necessity, temporarily appoint a director to fill a vacancy until the next general assembly.
Otherwise, the term of office of a director expires upon death, bankruptcy, dismissal by the general assembly and, in the case of a legal person, nullity or dissolution.
Article 26 – The board chooses amongst its members a president, eventually a vice- president, a treasurer and a secretary. If the president is unable to act, his or her duties are discharged by the vice-president, or if he or she is unable to act, by a director so appointed by the board of directors.
Article 27 – The board of directors enjoys to their fullest extent all powers to manage the association. He or she has the power to perform all acts necessary or useful for the attainment of the purpose of the association, within the limits of its object.
Any power not expressly attributed by law or the statutes to the general assembly falls within its competence.
Article 28 – The board of directors may delegate the day-to-day management of the association, together with the power to sign in the name of the association, to a director chosen amongst its members, as well as determine the extent of his or her powers. The board may also delegate certain special powers to one of its members or to a third person. The director in charge of day-to-day management must regularly account for his or her management to the board of directors using any appropriate means.
Article 29 – The Board of Directors represents the organisation in court and elsewhere.
All acts that bind the association, except for special powers of attorney and except for day-to-day management, are signed by two directors who will not have to justify to third parties the powers thus conferred on them.
Article 30 – The board of directors shall, on a regular basis, ensure that the association’s accounting documents and financial reports are properly kept.
In the absence of a commissioner, the board of directors shall mandate an auditor to review the books of the association, and confirm the sincerity and regularity of the annual financial report before its approval by the general assembly. The accountant’s findings are presented at the annual general assembly.
Article 31 – The board of directors decides how expenses incurred by members of the association, directors, employees or third parties on behalf of the association are reimbursed.
Article 32 – A board meeting is convened every time the interest of the association so requires but no less than two times a year, by the president or at the request of two members of the board or of the director in charge of day-to-day management.
Notice of the meeting is sent by letter or e-mail and includes the agenda, place, and date of the meeting.
By decision of the President, the meeting can be held online.
Article 33 – A director may be represented by another director at a board meeting by granting a written power of attorney.
Article 34 – Board meetings are chaired by the president or, in his absence, by the vice-president or by the director so appointed by the board.
The board may validly deliberate if at least half of its members are present or represented.
Decisions of the board are taken by a simple majority of the votes cast by directors present or represented. In case of equality of votes, the president has the casting vote. In the event of a tie, the President or the director who replaces him or her shall have the casting vote. Invalid or blank votes and abstentions are not taken into account for the calculation of majorities.
Article 35 – A director who, in the context of a decision to be taken, has a direct or indirect interest of a patrimonial nature which is opposed to that of the association, must inform the other directors before the board takes a decision. His or her statement and explanations of the nature of that conflicting interest must be recorded in the minutes of the meeting of the board which is to take that decision. It is not permissible for the board to delegate this decision. The director who is the subject of the conflict of interest may not take part in the deliberations of the board concerning such decisions or transactions, nor may he or she take part in the vote on such matters.
If the majority of the directors present or represented are in a position of conflict of interest, the decision or transaction is submitted to the general assembly. If the decision or operation is approved by the latter, the board may implement them.
This Article shall not apply where the decisions of the board concern customary transactions concluded under normal market conditions and under normal market guarantees for transactions of the same nature.
Article 36 – Minutes of each board meeting are provisionally valid as soon as they are signed by the president, failing which by another director, and the secretary. It may, however, be amended by the board at its next meeting, without the validity of the execution of decisions made on the basis of the provisional minutes being called into question retroactively.
Article 37 – Minutes of board meetings are recorded in a book available for consultation, as long as a commissioner is not appointed, by the effective members at the registered office of the association upon written request addressed to the board under the conditions laid down by law.
Article 38 – The directors do not incur, as a result of their office, any personal liability and are responsible only for the execution of their mandate.
TITLE VI – Modification of the statutes
Article 39 – The statutes may be amended by the board of directors at a meeting at which all the directors are present and represented, and unanimously approve the amendments.
In the absence of such quorums of attendance and majority, a second meeting may be convened, where a quorum of three-quarters attendance and a quorum of three-quarters majority (abstentions not counted) shall suffice.
TITLE VII – Internal By-Laws
Article 40. The board may, if it deems it necessary, adopt, under the conditions laid down by law, the text of a set of rules of procedure, which shall determine the details of the implementation of these statutes.
TITLE VIII – Fiscal year, budget and accounts
Article 41 – The fiscal year begins the 1st of January and ends the 31st of December.
Article 42 – Every year, the board of directors submits to the general assembly the accounts of the preceding fiscal year and the budget for the following.
TITLE IX- Dissolution and liquidation
Article 43 – The General Assembly will be convened to deliberate on a proposal to dissolve the organisation introduced by the Board or the Members.
The deliberations and decision relating to the proposed dissolution must meet the quorum and majority which are required for the modification of the organisation’s disinterested object or purpose.
If the proposal is approved, the General Assembly will appoint one or more liquidators of whom it will determine the competences. This/These appointments will be decided by the General Assembly by a simple majority. In the cases provided for by the Code des sociétés et des associations (‘Companies and Associations Code’), the appointment of the liquidator(s) must be submitted to the President of the Tribunal for confirmation.
The liquidators will be responsible for all acts necessary or useful for the liquidation, in accordance with Articles 2:121 and 2:122 of the Companies and Associations Code.
All decisions relating to the dissolution, the conditions of the liquidation, the appointment and termination of the functions of the liquidator(s), and the conclusion of the liquidation, as well as the allocation of the organisation’s net assets, will be filed with the registry of the enterprise tribunal and published.
Article 44 – In case of dissolution of the association, the general assembly shall name the liquidators, determine their powers and specify the allocation of the residual assets of the association, which must be made in favour of an association having a similar purpose to that of the association.
TITLE X – Arbitration
Article 45 – Disputes between members, between a member and the association, between groups of members or between members and the board of directors, shall be settled by a single arbitrator appointed and exercising their powers in accordance with section 1676 et seq. of the Belgian judicial code.