[EXCERPTS – TRANSLATED FROM FRENCH]
TITLE II – Purpose, Duration
Article 3 – The association’s social purpose of national and international utility is the defence of human rights, including civil and political rights as well as economic, cultural and social rights; the rights of women, children and other vulnerable groups; the promotion of the rule of law and democracy, as well as development aid.
To reach its purpose, the association may undertake activities such as:
The association may engage in any matters directly or indirectly related to its purpose. In particular, it may lend assistance to and concern itself with any activity similar or complementary to its purpose.
Article 4 – The association is created for an indefinite period.
TITLE III – Members
Article 5 – The association is made up of physical and legal persons, which are either effective members, adhering members or honorary members. Only effective members enjoy the full rights attached to membership in the association, including the right to participate and vote at the general meeting. Adhering members have only the rights and obligations set out in these statutes. There are no rights or obligations attached to honorary membership.
Article 6 – There must be a minimum of four effective members.
The effective members are:
Article 7 – Any person wishing to become an effective member must submit a written or electronic request to this effect to the board, who will examine the application at its next meeting. To be examined at its next meeting, a request must be received at least five days prior to the board meeting. If admitted, such person becomes a de facto member of the general meeting.
Article 8 – The minimum conditions to be admitted as effective member are the following:
Other conditions may be more specifically prescribed in the association’s internal by-laws.
Article 9 – A register of members is kept at the registered office of the association, and is available for consultation to all members.
Article 10 – The status of adhering member may be granted, at the discretion of the board of directors, to persons who so request it and agree to respect the purpose of the association. Adhering members benefit from the association’s activities, take part in them in compliance with the statutes, and have paid their membership dues.
Article 11 – The board of directors may, at its discretion, grant the status of honorary member to persons wishing to lend their support to the association.
Article 12 – Effective, adhering and honorary members can withdraw from the association at any time, by notifying the board of directors of such withdrawal in writing.
Any effective or adhering member who fails to pay its membership dues within a month from the reminder letter sent by registered mail is reputed having withdrawn from the association. The board of directors may suspend, until the decision of the general meeting, members who commit a serious violation of the statutes or of rules of honour and propriety.
Article 13 – Members do not incur any personal liability from the association’s own commitments.
TITLE IV – Membership Dues
Article 14 – Effective and adhering members must pay annual membership dues. The schedule of membership dues is determined every year by the board of directors. Membership dues may not exceed €125 per year.
TITLE V – General Meeting
Article 15 – The general meeting consists of all effective members.
Article 16 – The competence of the general meeting includes the power to:
Article 17 – At least one general meeting is held every year, at the latest on 30 June, to approve the accounts of the past fiscal year and the budget of the following fiscal year and, if need be, to appoint members to the board of directors. A general meeting may be convened at any other time by the board of directors, or at the request of at least one fifth of effective members.
Article 18 – The board of directors convenes effective members to the general meeting by ordinary letter, fax or email, at least 21 days prior to the meeting. The notice states the date, time and place of the meeting, as well as the agenda. If the general meeting is required to approve the budget and accounts, a copy of such documents is attached to the notice. Any proposal signed by one twentieth of members must be included in the agenda.
Provided that all members agree to it in writing, a general meeting may be validly held by way of telephone conference or by any other means using computer technology and the Internet.
Article 19 – The board of directors may invite adhering members or any other person to attend all or part of a general meeting as observer or consultant.
Article 20 – All effective members have a right to vote at the general meeting, each member having one vote
Article 21 – Effective members may be represented by another effective member, by way of a written or electronic proxy. Each member of the general meeting may only hold one proxy.
Article 22 – The general meeting may validly deliberate, whatever the number of members present or represented, unless prescribed otherwise by law or the statutes, such as the dissolution of the association or amendment to the statutes, in which case the general meeting can validly deliberate only if two thirds of members are present or represented. If the two-third quorum is not reached, a second general meeting may be convened at the earliest 15 days after the first meeting and validly deliberate irrespective of the number of members present or represented.
Article 23 – Decisions of the general meeting are taken by a simple majority of the votes validly cast, unless prescribed otherwise by law or the statutes, such as an amendment to the statutes, where a two third majority is required. If the amendment relates to the purpose of the association or in case of dissolution, a fourth fifth majority is required. In case of equality of votes, the vote of the chairman of the board of directors is the casting vote. Abstentions and invalid votes are excluded from the count.
Article 24 – The general meeting can validly deliberate only with respects to points included in the agenda. Exceptionally, a point not listed in the agenda may be deliberated, provided that half of the members are present or represented and that at least two thirds have agreed to add the point to the agenda. Notwithstanding the preceding, the general meeting can decide on an issue not included in the agenda if it is urgent to do so and more than half of the members present or represented have acknowledged such emergency. The preceding exceptions do not apply to points resulting in an amendment to the statutes, the dissolution or transformation of the association.
Article 25 – The decisions of the general meeting are recorded in a book of minutes signed by the chairman and one director. The book is kept at the registered office of the association, where it is available for consultation by members. When relevant, third parties affected by decisions of the general meeting are informed by letter.
TITLE VI – Board of Directors
Article 26 – The association is administered by a board of directors comprised of at least three and at most nine members, elected and revoked by the general meeting, by simple majority of the votes cast in a secret ballot. Directors are chosen amongst effective members. The board of directors may also include one or more directors who are not members of the association; however the number of outside directors sitting on the board may not exceed a third of directors
Article 27 – Directors are elected for a term of three years. Outgoing directors are re-eligible. 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 meeting.
Article 28 – 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 duties are discharged by the vice-president, or if he is unable to act, by a director so appointed by the board of directors.
Article 29 – The board of directors enjoys to their fullest extent all powers to manage the association. Any power not expressly attributed by law or the statutes to the general meeting falls within its competence.
Article 30 – 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 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 may act alone in the name of the association in all matters of day-to-day management, including necessary banking and financial transactions up to €10,000. The director in charge of day-to-day management must regularly account for his management to the board of directors using any appropriate means. He must, in particular, inform the board of any act committing the association in excess of €2,500.
Article 31 – Save in cases of a special power of attorney or of day-to-day management or delegation of powers contemplated in article 30, all acts committing the association must be signed by two directors, who will not have to justify to third parties the powers hereby granted.
Article 32 – The board of directors shall, on a regular basis, ensure that the association’s accounting documents and financial reports are properly kept
Article 33 – 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. The board of directors determines the amount of remuneration which can be granted to the director in charge of day-to-day management or to any other director. The general meeting shall ratify, at its next reunion, the remuneration so granted.
Article 34 – A board meeting is convened every time the interest of the association so requires but no less than four 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 may be sent by letter, fax or email and must include the agenda, the place and date of the meeting, which can also be held by telephone conference or any other means provided by computer technology and the Internet.
Article 35 – A director may be represented by another director at a board meeting by granting a written power of attorney.
Article 36 – Board meetings are chaired by the president or, in his absence, 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
Article 37 – Minutes of each board meetings are prepared and submitted to the board for approval at its next meeting. The definitive minutes are signed by the president, failing which by another director. Minutes of board meetings are recorded in a book available for consultation at the registered office of the association.
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 VII – Advisory Board
Article 39 – The board of directors may appoint an advisory board, whose overall role, consultative in nature, is to provide advice to the board of directors about the direction and affairs of the association.
Article 40 – Members of the advisory board are appointed by the board of directors for a term of one year, renewable. They are chosen among prominent thinkers and practitioners who have expressed an interest in sharing their specific abilities, experience and knowledge.
TITLE VIII – Internal By-Laws
Article 41 – The board of directors may, if it deems it necessary, draw up internal by-laws setting out in more details the provisions of the statutes. The internal by-laws, as well as any amendment thereof, must be submitted to the general meeting for adoption.
TITLE IX – Fiscal year, budget and accounts
Article 42 – The fiscal year begins the 1st of January and ends the 31stof December.
Article 43 – Every year, the board of directors submits to the general meeting the accounts of the preceding fiscal year and the budget for the following.
TITLE X- Dissolution
Article 44 – In case of dissolution of the association, the general meeting 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 XI – 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 panel of three arbitrators named and exercising their powers in accordance with section 1676 et seq. of the Belgian judicial code.