ESAE Statutes
TITLE I. NAME. LEGAL FORM. TERM. REGISTERED OFFICE
Article 1. Name. Legal form. Term
1.1 The non-profit association named “European Society of Association Executives”,
abbreviated “ESAE” (hereafter: "Society”), is constituted for an indefinite period under the
provisions of Book 9 and any other provisions applicable to non-profit associations of the
companies and associations Code of March 23, 2019.
Article 2. Registered office
2.1 The registered office of the Society is located in the region of Brussels-Capital.
2.2 The registered office of the Society may be transferred to any other location in Belgium
by a decision of the Board of Directors, provided that said transfer will not imply a change of the
language of these Statutes according to the legal provisions governing the use of official
languages in Belgium.
2.3 If the transfer of the registered office of the Society implies a change of the language
of these Statutes according to the legal provisions governing the use of the official languages in
Belgium, only the General Assembly will be competent to decide on the transfer of the
registered office of the Society according to the presence quorum and voting majority stipulated
in Article 20 of these Statutes.
2.4 The Society may establish offices in any country or place.
TITLE II. NON-PROFIT PURPOSE. OBJECT
Article 3. Non-profit purpose
3.1 The vision of the Society is that Association professionals are the driving force behind
meaningful societal impact across Europe.
3.2 The mission of the Society is to empower Association professionals by cultivating an
inclusive Community where peers connect, share best practices, and elevate one another
through continuous learning and growth.
3.3 The non-profit purpose of the Society shall be, within the Europe and worldwide, to
promote the profession and the professional standing of managers and professionals of
international, European and national associations, educate its Members and the public in all
areas that affect the development and improvement of associations and similar organisations.
Article 4. Object
4.1 To that effect, the Society may develop, alone or in collaboration with third parties,
directly or indirectly, all activities related, directly or indirectly, to its purpose. The Society may,
in particular develop the following non exhaustively listed activities for the general or specific
account of its Members and/or third parties:
(a) Conduct and co-operate in courses of study for the benefit of persons desiring to
prepare themselves for executive and administrative functions in european, national or
international associations;
(b) Hold meetings and conferences for the mutual improvement, education and
professional development of Members;
(c) Develop, provide, administer and manage examinations, assessments, certification
programmes and other requirements necessary for candidates to obtain professional qualifications,
certifications and credentials in association management and related fields, and to recognise
expertise and promote professional standards within the association profession;
(d) Organise, create, host, support, coordinate and promote any form of educational
training, instructional or professional development activity, including but not limited to (executive)
masters, programmes, courses, seminars, workshops, events and congresses;
(e) Produce, retain and disseminate information relative to the functions and
management of associations;
(f) Conduct research, surveys and studies on the association sector and publish reports,
benchmarking data and thought leadership content to advance knowledge and understanding of
association management;
(g) Participate in public dialogue and debate to represent the interests of the Members
and the European association management sector;
(h) Co-operate with managers of national and international organisations of association
executives towards the common purpose of advancing association management as a profession;
(i) Provide opportunities for the exchange of experience, knowledge and opinions through
discussions, meetings, studies and publications;
(j) Build and foster a professional community of association executives and leaders through
networking platforms, peer-to-peer connections and collaborative initiatives;
(k) Conduct competitions and manage awards for outstanding management ability and
association services to the public;
(l) Develop and maintain digital platforms, online learning resources, webinars and virtual
networking opportunities to facilitate continuous professional development and engagement;
(m) Support and advise national and international groups of associations and
association professionals, particularly relating to relationships with international bodies,
professional standards, benchmarking and issues relating to business and association management;
(n) Further the exchange of information and experience among relevant national and
international bodies;
(o) Consult and advise relevant national and international authorities regarding matters
affecting the association management profession; and
(p) Cooperate with and assist other initiatives and/or organisations having a purpose
similar to the purpose of the Society, as well as other regional and/or international initiatives and/or
organisations.
4.2 The activities of the Society can be of a commercial and profitable nature, provided
always that the profits generated through these activities shall at all times and entirely be
affected to the realisation of the non-profit purpose of the Society.
TITLE III. MEMBERS
Article 5. Membership
5.1 The Society shall have one (1) membership category: Full Members (hereafter:
“Members”). The Society shall always consist of at least three (3) Full Members.
5.2 The rights and obligations of the Members shall be as defined in and pursuant to these
Statutes.
Article 6. Full Members
6.1 The category of Full Membership is open and accessible to any:
(a) Natural person being in charge with some aspects of association management
(hereafter: “Individual Members”).
(b) Legal entity cumulatively meeting the following criteria:
i. Having the legal personality;
ii. Being duly constituted in accordance with the laws and practices of its
country of origin;
iii. Being a non-profit legal entity, i.e. a legal entity which pursues a
disinterested purpose and does not distribute among its founders,
members and/or directors the profits it generates in the framework of its
disinterested purpose; and
iv. Being in charge with some aspects of association management.
(hereafter: “Association Members”).
6.2 Members shall enjoy all membership rights, including voting rights.
Article 7. Admission to membership
7.1 Any applicant to membership shall submit an application for admission to membership
via regular means of communication to the Executive Director.
7.2 After having verified that all conditions for membership are complied with and upon
prior consultation with the Board of Directors, the Executive Director shall decide on the
admission to membership. The decisions of the Executive Director regarding membership
admissions are final, sovereign and the Executive Director shall give reasons for its decisions.
Article 8. Representation of Members
8.1 Each Member, being a legal entity, shall appoint at least one (1) natural person, called
the “Representative(s)”, to represent it within the Society. If a Member appoints more than one
(1) Representative, it must appoint one (1) voter – when applicable – who shall cast the vote of
his/her Member (hereafter: "Voter”). Each Voter must have full capacity powers to represent
his/her Member. If a Member only appoints one (1) Representative, he/she shall be the Voter
of his/her Member.
8.2 If a Representative ceases to be employed by or is no longer otherwise linked to the
Member he/she is representing, (i) he/she shall as of right lose his/her capacity as
Representative (including any capacity to cast the vote of his/her Member, if any) and (ii) said
Member shall immediately replace this Representative unless the Member has another
Representative and, if applicable, another Representative who has been appointed as Voter.
8.3 Each Member, being a legal entity, shall inform, via regular means of communication,
the Executive Director of the identity, contact details, and, as the case may be, appointment as
Voter, of its/their Representative(s). In case of a meeting of the General Assembly, each
Member shall inform the Executive Director of the aforementioned information at least ten (10)
calendar days before the meeting.
Article 9. Resignation. Exclusion
9.1 Members are free to resign at any time from the Society by giving written notice via
special means of communication to the Executive Director. The Executive Director shall submit
the resignation to the Board of Directors for information purpose. The resignation shall be
effective on the date of the acknowledgement of receipt of the written notice.
9.2 A Member which (i) ceases to satisfy the definition of the membership as set out in
Article 6 of these Statutes, or (ii) is not duly or timely or fully complying with these Statutes, the
internal rules, if any, and/or any decision validly taken by the bodies of the Society, or (iii) does
not pay all its membership fees within the stated period, or (iv) infringes the interests of the
Society, or (v) has substantially modified its activities, or (vi) for any other reasonable cause,
may be excluded from membership, upon decision of the General Assembly.
9.3 Before excluding a Member, the General Assembly shall provide the concerned
Member with the relevant details in writing via special means of communication at least thirty
(30) calendar days in advance of the proposed exclusion date. The concerned Member has then
time to definitely remedy the consequences of the breach or breaches having led to the
proposal of exclusion of the concerned Member. The General Assembly may decide to exclude
a Member, provided that the concerned Member is convened at the meeting of the General
Assembly and has received the possibility to defend his/her/its position during the meeting of
the General Assembly and prior to the voting on the exclusion. The proposed exclusion of the
concerned Member shall be explicitly mentioned in the agenda included in or attached to the
convening notice sent to the Members and the directors. The General Assembly can validly
decide on the exclusion of a Member only if (i) at least two-thirds (2/3) of the Members are
present or represented and (ii) the decision to exclude a Member obtains at least a majority of
two-thirds (2/3) of the votes cast by the Members present or represented. The decisions of the
General Assembly regarding the exclusion of a Member are final, sovereign and the General
Assembly shall give reasons for its decisions.
9.4 The Executive Director shall notify the decision of the General Assembly, via special
means of communication, to the concerned Member within fifteen (15) calendar days from the
decision of the General Assembly.
9.5 All membership rights of the Member concerned by the abovementioned exclusion
procedure shall be suspended during the entire procedure until the decision of the General
Assembly.
9.6 A Member which, in whatever way and for whatever reason, ceases to be a Member
shall remain liable for its obligations towards the Society, including for the payment of the
membership fees for the financial year during which notice is given. A Member, that in whatever
way and for whatever reason, ceases to be a Member shall (i) have no claims for compensation
on the Society or for its assets, and (ii) forthwith cease to hold itself out as a Member in any
manner.
9.7 A Member which has resigned from the Society and wishes to rejoin the Society as a
Member may be considered as an applicant to membership at any time.
9.8 A Member which has been excluded from the Society and wishes to rejoin the Society
as a Member may be considered as an applicant to membership only after a period of one (1)
year after the date of his/her/its exclusion.
Article 10. Membership fees
10.1 Each Individual Member shall pay membership fees per year, as proposed by the Board
of Directors and decided by the General Assembly. Each year, the amount of the membership
fees for each Individual Member shall be proposed by the Board of Directors and decided by the
General Assembly on the basis of the number of services used by the Individual Member
10.2 Each Association Member shall pay membership fees per year, as proposed by the
Board of Directors and decided by the General Assembly. Each year, the amount of the
membership fees for each Association Member shall be proposed by the Board of Directors and
decided by the General Assembly.
10.3 The membership fees for each Member will be of a maximum 5,000 EUR per year.
10.4 Without prejudice to Article 9 of these Statutes, if a Member fails to pay its membership
fees within thirty (30) calendar days after a reminder has been sent to it by the Executive
Director its rights (including voting rights, if any) shall be automatically and immediately
suspended until the payment of the membership fees due.
10.5 Members joining the Society part way through a financial year shall pay reduced
membership fees upon decision of the Board of Directors.
10.6 The Board of Directors shall decide on the invoicing procedure and the time for
payment of the membership fees.
Article 11. Compliance with these Statutes and the internal rules
11.1 Any Member shall expressly adhere to these Statutes and the internal rules, if any, as
amended from time to time, and commit to (i) actively cooperate towards the achievement of
the purpose of the Society and (ii) pay the annual membership fees, including those for the year
in which the Member has been admitted as Member, pursuant to Article 7 of these Statutes.
TITLE IV. HONORARY PRESIDENTS
Article 12. Honorary Presidents
12.1 The General Assembly may decide, upon proposal of the Board of Directors, to offer
the status of Honorary President to one or more former President(s) of the Society who
has/have rendered exceptional services for the benefit of the Society. The Board of Directors
may revoke the status of Honorary President granted to one or more former President(s) at any
time.
12.2 The decisions of the General Assembly and the Board of Directors regarding
respectively the granting and revocation of the status of Honorary President are final, sovereign
and the General Assembly and the Board of Directors shall not give reasons for its decisions.
12.3 Honorary Presidents shall have no rights in or pursuant to these Statutes, except the
right to attend and to be heard in the meetings mentioned in Article 12.1 of these Statutes.
TITLE V. PARTNERSHIPS AND SPONSORSHIPS
Article 13. Partnerships and Sponsorships
13.1 For the purposes of these Statutes, a "Partnership" shall mean a structured,
collaborative arrangement between the Society and a company, organisation, agency or
professional, involving mutual obligations and benefits aimed at advancing the purpose and
mission of the Society. This may include, but is not limited to, joint initiatives, shared resources,
co-branded activities and strategic cooperations (hereafter: “Partnership”). The Board of
Directors may decide to seek Partnerships with companies, organisations, agencies or
professionals who are engaged in the provision of goods and/or services to associations and
who satisfy the criteria set by the Board of Directors.
13.2 For the purposes of these Statutes, a "Sponsorship" shall mean an arrangement
whereby a company, organisation, agency or professional provides financial support or in-kind
contributions to the Society or to specific activities, events or programmes of the Society, in
exchange for visibility, recognition or promotional benefits as determined by the Society
(hereafter: “Sponsorship”). The Executive Director may decide to seek Sponsorships with
companies, organisations, agencies or professionals who are engaged in the provision of goods
and/or services to associations and who satisfy the criteria set by the Board of Directors.
TITLE VI. ORGANISATIONAL STRUCTURE
Article 14. Bodies
14.1 The bodies of the Society are:
(a) The General Assembly;
(b) The Board of Directors;
(c) The President;
(d) The Vice-President(s);
(e) The Treasurer;
(f) The Committee(s); and
(g) The Executive Director .
TITLE VII. GENERAL ASSEMBLY
Article 15. Composition. Voting rights
15.1 The General Assembly shall be composed of all Members. Each Member being a legal
entity shall be represented at the General Assembly by its Representative(s) pursuant to Article
8 of these Statutes.
15.2 Each Member shall have one (1) vote.
15.3 The General Assembly shall be chaired by the President. If the President is unable or
unwilling to chair the General Assembly, the General Assembly shall be chaired by the oldest
Vice-President (in age). If the President and the oldest Vice-President (in age) are both unable
or unwilling to chair the General Assembly, the General Assembly shall be chaired by the
youngest Vice-President (in age). If the President and the Vice-Presidents are all unable or
unwilling to chair the General Assembly, the General Assembly shall be chaired by a
Representative designated for this purpose by the General Assembly.
Article 16. Powers
16.1 The General Assembly shall have the powers specifically granted to it by law or these
Statutes. In particular, the General Assembly shall have the following powers:
(a) The transfer of the registered office of the Society when it implies a change of
language of these Statutes according to the legal provisions governing the use of official languages
in Belgium;
(b) The election and dismissal of the directors and the determination of the conditions
(including the financial conditions, if any) upon which the mandate of each director will be granted
and exercised as well as the conditions under which said mandate can be terminated;
(c) The granting of the status of Honorary President;
(d) If applicable, the appointment and dismissal of a statutory auditor and the
determination of his/her/its remuneration;
(e) If applicable, the appointment and dismissal of an external accountant and the
determination of his/her/its remuneration;
(f) The discharge to be given to the directors and, if any, to the statutory auditor, or to
the external accountant;
(g) The filing of a claim in front of the competent court against the directors and, if any,
the statutory auditor, or the external accountant;
(h) The approval of the amount of the membership fees, upon proposal of the Board of
Directors;
(i) The approval of the annual accounts and the budget of the Society;
(j) The exclusion of Members;
(k) The amendment of these Statutes; and
(l) The dissolution of the Society, the allocation of the Society’s net assets in case of
dissolution, and the appointment of one or more liquidator(s);
(m) The restructuration or transformation of the Society pursuant to any of the
procedures provided for under the Books 13 and 14 of the companies and associations Code, unless
otherwise provided for by the companies and associations Code;
(n) The transformation of the Society in an international non-profit association, a
cooperative company recognised as a social enterprise (in French : “société cooperative agréée
comme entreprise sociale”/in Dutch : “coöperatieve vennootschap erkend als sociale onderneming”),
or a recognised cooperative company social enterprise (in French: “société cooperative entreprise
sociale agréée”/in Duch: “erkende coöperatieve vennootschap sociale onderneming”); and
(o) The realisation or the approval of a contribution for free of a universality.
Article 17. Meetings
17.1 The General Assembly shall meet at least once a year upon convening by the Board of
Directors, and at such time and place as determined in the convening notice. A meeting of the
General Assembly entrusted with the approval of the annual accounts and the budget shall be
held within six (6) months following the end of the financial year (hereafter: “Ordinary General
Assembly”). Each year, the Board of Directors shall determine the exact date of the Ordinary
General Assembly.
17.2 A meeting of the General Assembly shall be convened at any time by the Board of
Directors whenever required by the interests of the Society. A meeting of the General Assembly
shall also be convened by the Board of Directors at the written request of at least one fifth (1/5)
of the Members. In this last case, the Board of Directors shall convene the General Assembly
within twenty-one (21) calendar days after the request of convening of the Members. The
General Assembly shall take place at the latest on the fortieth (40th) calendar day following this
request.
Article 18. Proxies
18.1 Each Member shall have the right, via regular means of communication, always with
copy to the Executive Director via similar means to give a proxy to another Member of its
membership category to be represented at a meeting of the General Assembly. No Member
may hold more than three (3) proxies.
Article 19. Convening notices. Agenda
19.1 Convening notices for the General Assembly shall be notified to the Members and the
directors by the Executive Director via regular means of communication at least fifteen (15)
calendar days before the meeting. The convening notices shall mention the date, time and place
of the meeting of the General Assembly. In addition, the convening notices shall mention if the
Members can participate to the meeting via electronic means of communication and can vote
electronically. The agenda and the material documents necessary for the discussion shall be
attached to the convening notices. The agenda of the meetings of the General Assembly shall
be prepared by the Executive Director and adopted by the Board of Directors.
19.2 Any proposal of additional item(s) on the agenda of the General Assembly signed by at
least one twentieth (1/20) of the Members and notified to the President at least seven (7)
calendar days before the meeting must be included in the agenda. In such a case, the President
shall inform the Members and the directors of the additional item(s) on the agenda of the
General Assembly via regular means of communication at least three (3) calendar days before
the meeting of the General Assembly.
19.3 No vote shall be cast regarding an item that is not listed on the agenda.
19.4 Each Member and each director shall have the right, before, during or after a meeting
of the General Assembly, to waive the convening formalities and periods required by the present
Article. Unless he/she/it disagrees, any Member present or represented and any director
present at a meeting of the General Assembly shall be considered to have been regularly
convened to this meeting.
Article 20. Presence quorum. Voting majority. Votes
20.1 Unless otherwise stipulated in these Statutes, the General Assembly shall be validly
constituted when at least twenty percent (20%) of the Members are present or represented. In
any case, the General Assembly shall always be constituted of at least two (2) natural persons
physically or virtually present.
20.2 If at least twenty percent (20%) of the Members are not present or represented at the
first meeting, a second meeting of the General Assembly may be convened pursuant to Article
19 of these Statutes, at least fifteen (15) calendar days after the first meeting of the General
Assembly. The second meeting of the General Assembly shall validly deliberate, irrespective of
the number of Members present or represented, in accordance with the voting majority,
stipulated in Article 20.3 of these Statutes.
20.3 Unless otherwise stipulated in these Statutes, decisions of the General Assembly shall
be validly adopted if they obtain at least a majority of fifty percent (50%) plus one (1) vote of
the votes cast by the Members present or represented.
20.4 Blank votes, invalid votes and abstentions shall not be counted. In the event of a tie,
the President shall have the decisive vote and in his/her absence (whether represented or not),
the oldest Vice-President (in age). If the President and the oldest Vice-President (in age) are
both absent (whether represented or not), the youngest Vice-President (in age) shall have the
decisive vote. If the President and the Vice-President(s) are all absent (whether represented or
not), the chairperson who has been designated by the General Assembly to chair the General
Assembly shall have the decisive vote.
20.5 Provided that the possibility to participate to the General Assembly via electronic
means of communication has been granted by the Board of Directors and is detailed in the
convening notice, a duly convened meeting of the General Assembly shall be validly held even
if all or some of the Members are not physically present or represented, but participate to the
General Assembly via any electronic means of communication made available by the Society,
such as a telephone, video or web conference, that allows (i) the Society to verify the
membership category and identity of the Members, (ii) the Members to take direct,
simultaneous and uninterrupted notice of the discussions during the meeting and, if applicable,
to exercise their voting rights with respect to all matters on which the General Assembly is
required to decide and (iii) the Members to participate to the deliberations and ask questions.
The Board of Directors shall set up the practical procedures to organise the vote via electronic
means of communication. In such a case, the Members shall be deemed present at the place
where the meeting of the General Assembly is held. The members of the bureau, which is at
least the chairman of the General Assembly, cannot participate in the General Assembly via
electronic means of communication.
20.6 Provided that this possibility has been granted by the Board of Directors and is
mentioned in the convening notice, the Members may vote via electronic means of
communication during a meeting of the General Assembly. The Board of Directors shall set up
the practical procedures to organise this in practice, and shall ensure that the system for
electronical voting used allows for (i) the verification of the identity of the Members having
expressed their votes and (ii) the control of compliance with the prescribed time limit.
20.7 The minutes of the General Assembly shall mention any technical problems and
incidents that prevented or disrupted participation via electronic means of communication in
the General Assembly or in the vote.
Article 21. Written procedure
21.1 Except for the amendment of these Statutes, the General Assembly may take decisions
via unanimous written procedure (which means regular/registered mail or any other means of
written communication (including email, application or platform on a website)). In that case, the
convening formalities referred to in Article 19 of these Statutes do not have to be complied with.
21.2 For this purpose, the President, upon request of the Board of Directors, and with the
assistance of the Executive Director, shall send a notice, including (i) the agenda and (ii) the
proposals for the decisions to be taken via regular means of communication to all Members and
directors, with request to the Members to vote on the proposals and to send their vote(s) back
via regular means of written communication designated by the Board of Directors and within
the time limit mentioned in the notice.
21.3 If the votes in favour of all the Members regarding the items on the agenda are not
received/submitted within the time limit mentioned in the notice, the decisions are deemed not
to be taken.
21.4 For the purpose of the present Article, Members are not allowed to grant proxies to
other Members.
21.5 The decisions taken via written procedure are deemed to come into force on the date
mentioned on the notice sent to the Members and directors.
21.6 The decisions taken via written procedure shall be sent via regular means of
communication by the Executive Director to the Members.
21.7 The directors and the statutory auditor, if any, may take note of all decisions taken by
the procedure of written/online platform procedure at their request.
Article 22. Register of minutes
22.1 Minutes shall be drawn up following each meeting of the General Assembly. They shall
be approved and signed by the person chairing the meeting of the General Assembly and kept
in a register of minutes. Copies of resolutions shall be sent via regular means of communication
by the Executive Director to the Members. The register of minutes shall be kept at the registered
office of the Society where all Members may consult it, without, however, displacing it.
TITLE VIII. BOARD OF DIRECTORS
Article 23. Composition
23.1 The Society shall be administered by a Board of Directors composed of minimum three
(3) and maximum twelve (12) directors.
23.2 Each director shall be an Individual Member and/or a Representative of an Association
Member.
23.3 The General Assembly shall elect the directors. The term of office of the directors is a
two (2) years term, twice renewable in a row. By way of derogation from the preceding
sentence, the General Assembly may decide to renew three times in a row the term of office of
a director, provided that said director has applied for presidency. Such third renewal shall be
subject to the condition precedent that said director has been (re-)elected as President pursuant
Article 32.1 of these Statutes. The mandate performed by a director pursuant to Article 23.9 of
these Statutes, shall not be taken into account for the computation of the number of terms of
office.
23.4 Their mandate shall be non-remunerated.
23.5 Each Member may propose at least one (1) candidate director to the Board of Directors
at least twenty-one (21) calendar days in advance of a meeting of the General Assembly at which
one or more director(s) will be elected.
23.6 The mandate of a director terminates by expiry of his/her directorship. The mandate of
a director terminates as of right and with immediate effect, (i) by death or incapacity, or (ii) if a
director ceases to be an Individual Member or a Representative of an Association Member, or
(iii) if the Association Member, the director represents, for whatever reason, ceases to be a
Member, or (v) if the director or the Member the director represents, is in a situation of judicial
administration, or bankruptcy, judicial reorganisation, dissolution or liquidation, or is subject to
insolvency proceedings of a similar nature under the laws of any jurisdiction.
23.7 The mandate of a director also terminates upon dismissal by the General Assembly. The
General Assembly may dismiss a director at any time and shall not give reasons for its decisions,
without any compensation or cost becoming due by the Society, and provided that the director
concerned is convened at the meeting and has received the possibility to defend his/her position
during the meeting of the General Assembly and prior to the voting on the dismissal.
23.8 The directors are also free to resign from their office at any time by submitting, via
special means of communication, their resignation to the President.
23.9 If the mandate of a director ceases before its term, for whatever reason, the Board of
Directors may freely appoint (by co-optation) a new director for the remainder of the term,
provided that the director appointed (by co-optation) fulfils the criterion set out in Article 23.2
of these Statutes. The first upcoming meeting of the General Assembly following the co-optation
shall confirm the mandate of the director appointed (by co-optation). If the mandate of the
director appointed (by co-optation) is confirmed by the General Assembly, said director shall
complete the term of office of the replaced director. If the mandate of the director appointed
(by co-optation) is not confirmed by the General Assembly, the mandate of said director will
come to an end immediately after the meeting of the General Assembly, without prejudice to
the regularity of the composition of the Board of Directors until that date.
23.10 The Board of Directors shall be chaired by the President. If the President is unable or
unwilling to chair the Board of Directors, the Board of Directors shall be chaired by the oldest
Vice- President (in age). If the President and the oldest Vice-President (in age) are both unable
or unwilling to chair the Board of Directors, the Board of Directors shall be chaired by the
youngest Vice-President (in age). If the President and the Vice-Presidents are all unable or
unwilling to chair the Board of Directors, the Board of Directors shall be chaired by the oldest
director (in age) present.
23.11 The Board of Directors may invite one or more third party(ies) to attend without voting
rights one or more meeting(s) or part(s) of meeting(s) of the Board of Directors.
Article 24. Powers
24.1 The Board of Directors shall have all powers necessary to accomplish the purpose of
the Society, except for the powers that are specifically granted to other bodies of the Society by
law or these Statutes. The Board of Directors shall act as a collegial body (in French: “organe
collégial” / in Dutch: “collegiaal orgaan”).
24.2 The Board of Directors shall in particular have the following powers:
(a) The transfer of the Society’s registered office when it does not imply a change of
language of these Statutes according to the legal provisions governing the use of official languages
in Belgium;
(b) The determination of the Society’s strategies and policies;
(c) The general management and administration of the Society;
(d) The monitoring of the budget expenditures and the allocation of the budget;
(e) The execution of the decisions of the General Assembly;
(f) The revocation of the status of Honorary President;
(g) The election and dismissal of the President, the Vice-President(s), and the Treasurer;
(h) The appointment and dismissal of the Executive Director, including the discharge to
be given;
(i) The proposal of the amount of the membership fees to the General Assembly;
(j) Upon receipt of the draft annual accounts and the draft budget from the Executive
Director, the finalisation and approval of these documents that must be submitted to the General
Assembly for approval;
(k) The adoption, the amendment and the revocation of the internal rules, if any;
(l) The adoption of propositions to be submitted to the General Assembly; and
(m) The decisions to establish, dissolve and determine the working and governance
rules of, and delegate tasks to one or more Committee(s) and the overseeing of this/these.
24.3 If no Executive Director is appointed in accordance with Article 35 of these Statutes, all
the powers listed in Article 36 of these Statutes and specially entrusted to the latter by these
Statutes will be exercised by the Board of Directors.
24.4 At any time, the Board of Directors may delegate specific powers to one or more
director(s) or other persons or bodies, with or without sub-delegation powers to the legal extent
possible.
Article 25. Meetings
25.1 The Board of Directors shall meet every time the interests of the Society so require and
at least twice a year, upon convening by the President or at the request of two (2) directors,
acting jointly, and at such time and place as determined in the convening notice. If the President
is unable or unwilling to convene the Board of Directors, the Board of Directors shall be
convened by the oldest Vice-President (in age). If the President and the oldest Vice-President
(in age) are both unable or unwilling to convene the Board of Directors, the Board of Directors
shall be convened by the youngest Vice-President (in age). If the President and the Vice-
Presidents are all unable or unwilling to convene the Board of Directors, the Board of Directors
shall be convened by the oldest director (in age).
Article 26. Proxies
26.1 Each director shall have the right, via regular means of communication, to give a proxy
to another director, to be represented at a meeting of the Board of Directors. No director may
hold more than one (1) proxy.
Article 27. Convening notices. Agenda
27.1 Convening notices for the Board of Directors shall be notified to the directors by the
Executive Director via regular means of communication at least five (5) calendar days before the
meeting of the Board of Directors. The convening notices shall mention the date, time and place
of the meeting of the Board of Directors. In addition, the convening notices shall mention if the
directors can vote electronically. The agenda and the material documents necessary for the
discussion shall be attached to the convening notices. The agenda of the meetings of the Board
of Directors shall be prepared by the Executive Director and adopted by the President. If the
President is unable or unwilling to adopt the agenda, the agenda shall be adopted by the oldest
Vice- President (in age). If the President and the oldest Vice-President (in age) are both unable
or unwilling to adopt the agenda, the agenda shall be adopted by the youngest Vice-President
(in age). If the President and the Vice-Presidents are all unable or unwilling to adopt the agenda,
the agenda shall be adopted by the oldest director (in age).
27.2 Each director shall have the right to propose additional items to be included on the
agenda of the Board of Directors, which shall be notified via regular means of communication
to the President at least three (3) calendar days before the meeting. In such a case, the President
shall inform the directors of the additional item(s) on the agenda of the Board of Directors via
regular means of communication at least two (2) calendar days before the meeting of the Board
of Directors.
27.3 No vote shall be cast regarding an item that is not listed on the agenda, except if two
thirds (2/3) of the directors are present or represented at a meeting of the Board of Directors
and vote to proceed with such vote.
Article 28. Presence quorum. Voting majority. Votes
28.1 Unless otherwise stipulated in these Statutes, the Board of Directors shall be validly
constituted when at least half of the directors are present or represented. In any case, the Board
of Directors shall always be constituted of at least two (2) directors present.
28.2 If at least half of the directors are not present or represented at the first meeting, a
second meeting of the Board of Directors may be convened pursuant to Article 27 of these
Statutes, at least seven (7) calendar days after the first meeting of the Board of Directors. The
second meeting of the Board of Directors shall validly deliberate irrespective of the number of
directors present or represented, in accordance with the voting majority stipulated in Article
28.3 of these Statutes.
28.3 Unless otherwise stipulated in these Statutes, decisions of the Board of Directors shall
be validly adopted if they obtain at least a majority of fifty percent (50%) plus one (1) vote of
the votes cast by the directors present or represented . Each director shall have one (1) vote.
28.4 Blank votes, invalid votes and abstentions shall not be counted. In the event of a tie,
the President shall have the decisive vote and in his/her absence (whether represented or not),
the oldest Vice-President (in age). If the President and the oldest Vice-President (in age) are
both absent (whether represented or not), the youngest Vice-President (in age) shall have the
decisive vote. If the President and the Vice-Presidents are all absent (whether represented or
not), the oldest director (in age) present shall have the decisive vote.
28.5 A duly convened meeting of the Board of Directors shall be validly held even if all or
some of the directors are not physically present or represented, but participate in the
deliberations via any electronic means of communication that allow the directors to directly
hear each other and directly speak to each other, such as a telephone, video or web conference.
The Executive Director shall set up the practical procedures to organise this in practice. In such
a case, the directors shall be deemed present.
28.6 Provided that the possibility to vote via electronic means is mentioned in the convening
notice, the directors may vote via electronic means during a meeting of the Board of Directors.
Executive Director shall take the necessary steps allowing the directors to vote electronically.
The Executive Director shall set up the practical procedures to organise this in practice, and shall
ensure that the system for electronical voting used allows for (i) the identification of the
directors having expressed their votes and (ii) the control of compliance with the prescribed
time limit.
Article 29. Written procedure
29.1 The Board of Directors may take decisions via unanimous written procedure (which
means regular/registered mail or any other means of written communication (including email,
application or platform on a website)). In that case, the convening formalities referred to in
Article 27 of these Statutes do not have to be complied with.
29.2 For this purpose, the Executive Director, upon request of the President or two (2)
directors acting jointly, shall send a notice, including (i) the agenda and (ii) the proposals for the
decisions to be taken via regular means of communication to all directors, with request to the
directors to vote on the proposals and to send their vote(s) back via the mean of written
communication designated by the Executive Director and within the time limit mentioned in the
notice.
29.3 If the votes in favour of all the directors regarding the items on the agenda are not
received/submitted within the time limit mentioned in the notice, the decisions are deemed not
to be taken.
29.4 For the purpose of the present Article, directors are not allowed to grant proxies to
other directors.
29.5 The decisions taken by written procedure are deemed to come into force on the date
mentioned on the notice sent to the directors.
29.6 The decisions taken via written procedure shall be sent via regular means of
communication by the Executive Director to the directors.
29.7 The directors and the statutory auditor, if any, may take note of all decisions taken via
the written procedure at their request.
Article 30. Conflict of interests
30.1 In case a director (hereafter: “Concerned Director”) has a direct or indirect interest of
a patrimonial nature which is conflicting with the interest of the Society in a decision or an
operation falling within the powers of the Board of Directors (hereafter: “Conflicting Interest”),
he/she shall notify the Conflicting Interest to the Board of Directors and provide all facts
material to understand the nature and scope of the conflict, as soon as possible and before the
Board of Directors takes the concerned decision.
30.2 If the Concerned Director fails to do so, any director aware of the potential Conflicting
Interest shall raise the issue with the Board of Directors before it takes a decision in relation
thereof.
30.3 The statements and the explanations regarding the nature of the Conflicting Interest of
the Concerned Director shall be recorded in the minutes of the meeting of the Board of Directors
that shall take the concerned decision. The nature of the concerned decision/operation and the
patrimonial consequences thereof for the Society and the reason(s) of the decision that has
been taken shall be described by the Board of Directors in the minutes of the meeting of the
Board of Directors that shall take the concerned decision.
30.4 If a statutory auditor has been appointed, the minutes of the meeting of the Board of
Directors shall be communicated to the statutory auditor.
30.5 The Concerned Director shall neither participate in the deliberations of the Board of
Directors nor participate in the vote related to the items on the agenda relating to the
Conflicting Interest.
30.6 In relation to the items on the agenda relating to the Conflicting Interest, the Concerned
Director shall not be taken into account for the calculation of the presence quorum as provided
for by Article 28.1 of these Statutes. The rules relating to the voting majority provided for by
Article 28.3 of these Statutes remain unchanged.
30.7 If at least half of the directors present or represented have a Conflicting Interest, the
decision or operation will be submitted to the General Assembly. If the General Assembly
approves the decision or the operation, the Board of Directors may implement said decision or
operation.
30.8 Notwithstanding the preceding paragraphs, the procedure of conflict of interests
described above shall not be applied when the decisions of the Board of Directors relate to
regular operations concluded on normal market terms and guarantees for operations of the
same type.
Article 31. Register of minutes
31.1 Minutes shall be drawn up at each meeting of the Board of Directors. The draft minutes
shall be sent by the Executive Director to the directors within ten (10) working days.
Subsequently, the directors shall submit to the Executive Director their comments on the draft
minutes within ten (10) working days. They shall be approved and signed by the chairperson of
the meeting of the Board of Directors and any willing directors and kept in a register of minutes.
Copies of resolutions shall be sent via regular means of communication by the Executive Director
to the directors. The register of minutes shall be kept at the registered office of the Society
where all directors may consult it, without, however, displacing it.
31.2 The copies of minutes of the Board of Directors to be delivered to third parties shall be
signed by the director(s) entitled to represent the Society in accordance with Article 37 of these
Statutes.
TITLE IX. PRESIDENT, VICE-PRESIDENT(S), AND TREASURER
Article 32. Election and function of the President, Vice-President(s), and Treasurer
32.1 The Board of Directors shall elect a President, minimum one (1) and maximum two (2)
Vice-President(s), and a Treasurer amongst the directors. The President, Vice-President(s), and
Treasurer shall be three (3) or four (4), in case two (2) Vice-Presidents are elected, distinct
Individual Members and/or Representatives of Association Members. Their mandate shall be
non-remunerated. Their term of office is a two (2) years term, once renewable in a row. The
mandate performed by a President, Vice-President or Treasurer pursuant to Article 32.2 of these
Statutes, shall not be taken into account for the computation of the number of terms of office.
32.2 Each new President, Vice-President, or Treasurer who is elected by the Board of
Directors to replace a President, Vice-President, or Treasurer, whose mandate has terminated,
shall only be elected for the remainder of the term of the President, Vice-President, or Treasurer
being replaced.
32.3 The mandate of the President, the Vice-President(s), and the Treasurer terminates by
expiry of the term of their mandate or, as of right and with immediate effect, by expiry of their
directorship.
32.4 The Board of Directors may further dismiss the President as President, a Vice-President
as Vice-President, and the Treasurer as Treasurer at any time and shall not give reasons for its
decisions, without any compensation or cost becoming due by the Society, and provided that
the President, Vice-President, or Treasurer concerned is convened at the meeting and has
received the possibility to defend his/her position during the meeting of the Board of Directors
and prior to the voting on the dismissal. The concerned President, Vice-President, or Treasurer
shall not participate in the deliberation of the Board of Directors regarding such decision or
action, and also not to the relevant voting.
32.5 The President, Vice-President(s), and Treasurer are also free to resign from their office
at any time by submitting, via special means of communication, their resignation to the Board
of Directors. In case of the end of the mandate of the President, the Vice-President(s), or the
Treasurer for whatever reason, except the cases of automatic termination of the directorship,
or dismissal, the President, Vice-President(s), or Treasurer as the case may be shall continue
performing the duties of his/her office until the Board of Directors has provided in his/her/their
replacement within ninety (90) calendar days, without prejudice to the mandatory labour law
provisions and services agreement provisions, if applicable.
Article 33. Powers of the President, Vice-President(s), and Treasurer
33.1 The President shall have the powers specifically granted to him/her by these Statutes.
In particular, the President shall have the following powers:
(a) Adopting the agenda of the meetings of the General Assembly and the Board of
Directors, after preparation by the Executive Director ;
(b) Presiding the meetings of the General Assembly and the Board of Directors;
(c) Acting as a conciliator when differences of opinion occur, both within the Society
and vis-à-vis third parties; and
(d) In the event of a tie vote, having the casting vote within the General Assembly and
the Board of Directors.
33.2 The Vice-President(s) shall have the powers specifically reserved for him/her/them by
these Statutes. As a general rule, the Vice-President(s) shall replace the President in his/her
absence. The Vice-President(s) should not automatically become the next President.
33.3 The Treasurer shall have the powers specifically granted to him/her by these Statutes
and by the Board of Directors. As a general rule, the Treasurer shall oversee the financial affairs
of the Society and report in this respect to the Board of Directors.
TITLE X. COMMITTEE(S)
Article 34. Committee(s)
34.1 The Board of Directors may establish and delegate tasks to one or more Committee(s).
The Committee(s) shall have a supporting role to the Board of Directors on specific issues. The
Board of Directors shall determine amongst others the mission, composition, powers, conduct
of meetings and governance, convening modalities and drafting of agendas, presence quorum,
voting majority and voting procedures, and drafting of minutes of the Committee(s).
34.2 The Committee(s) shall not represent the Society vis-à-vis third parties.
34.3 The Committee(s) shall always act under the responsibility of the Board of Directors
and shall report periodically to the Board of Directors on its/their activities, and/or at the
request of the Board of Directors.
TITLE XI. EXECUTIVE DIRECTOR
Article 35. Appointment and function of the Executive Director
35.1 The Board of Directors shall appoint and delegate the powers listed in Article 36 of
these Statutes to a natural person or legal entity, not being a director, not being a Member, and
being a Representative or not as Executive Director.
35.2 His/her/its office may be remunerated. When a legal entity is appointed as Executive
Director, the latter shall appoint amongst its shareholders, members, directors or employees a
permanent representative, being a natural person, in charge of the execution of the mission of
Executive Director in the name and on behalf of the legal entity. The Society shall cover all
reasonable expenses exposed by the Executive Director. The Executive Director’s mandate may
be of a definite or indefinite duration. The terms and conditions of his/her/its office shall be
determined by the Board of Directors.
35.3 The mandate of the Executive Director terminates as of right and with immediate
effect, (i) by death or incapacity, or (ii) if the Executive Director is under judicial administration,
in bankruptcy, in judicial reorganisation, in dissolution or in liquidation, or is subject to
insolvency proceedings of a similar nature under the laws of any jurisdiction.
35.4 Unless otherwise agreed, the Board of Directors may dismiss the Executive Director at
any time and possibly with immediate effect, without (i) having to give reasons to its decision,
(ii) any compensation or cost becoming due by the Society, and (iii) prejudice to the mandatory
labour law provisions and services agreement provisions, if applicable.
35.5 The Executive Director is free to resign from his/her/its office at any time by submitting,
via special means of communication, his/her/its resignation to the Board of Directors, without
prejudice to the mandatory labour law provisions and services agreement provisions, if
applicable. In case of termination of the mandate of the Executive Director for whatever reason,
except the cases of automatic termination of the Executive Director or dismissal, the Executive
Director shall continue performing the duties of his/her/its office until the Board of Directors
has provided in his/her/its replacement within ninety (90) calendar days, without prejudice to
the mandatory labour law provisions and services agreement provisions, if applicable.
35.6 In case of the end of the mandate of the Executive Director for whatever reason, the
Executive Director shall have no claims for compensation on the Society or for its assets, without
prejudice to the mandatory labour law provisions and services agreement provisions, if
applicable.
35.7 The Executive Director shall be a permanent observer at all the bodies of the Society,
and shall have the right to attend all meetings of the aforementioned bodies, without voting
rights and with the right to be heard. All convening notices to all meetings of the
aforementioned bodies shall simultaneously be notified to the Executive Director.
35.8 Notwithstanding the above paragraph, the President may decide that the Executive
Director cannot attend one or more meeting(s) or part(s) of a meeting(s) of the Board of
Directors.
Article 36. Powers of the Executive Director
36.1 The Executive Director shall have the powers specifically granted to him/her/it by these
Statutes. In particular, the Executive Director shall have the following powers:
(a) The daily management of the Society, within the approved budget;
(b) The recruitment of new Members;
(c) The admission of new Members;
(d) The hiring and the dismissal of the employees of the secretariat of the Society within
the budget, after consultation with the President and the Treasurer;
(e) In cooperation with the President, the coordination and the organisation of the
meetings of the General Assembly;
(f) In cooperation with the President, the coordination and the organisation of the
meetings of the Board of Directors;
(g) The delegation of tasks to the secretariat of the Society and the overseeing of it;
(h) Submitting the applications for admission to membership to the Board of Directors;
(i) Seeking out Sponsorships;
(j) Executing the decisions of the Board of Directors;
(k) Sending the convening notices of the General Assembly and the Board of Directors;
(l) After consultation with the Treasurer, the preparation of the draft annual accounts and
the draft budget that must be submitted to the Board of Directors for finalisation and approval;
(m) The supervision of the financial affairs of the Society, under the supervision of the
Treasurer; and
(n) Ensuring the public relations of the Society, particularly regarding communication with
third parties.
36.2 The Executive Director shall always act under the responsibility of the Board of
Directors and within the approved budget. The Executive Director shall report periodically to
the Board of Directors on his/her/its actions and activities, and/or at the request of the Board
of Directors.
36.3 If no Executive Director is appointed, the powers listed in the present Article and
specifically granted to him/her/it by these Statutes shall be exercised by the Board of Directors.
TITLE XII. EXTERNAL REPRESENTATION OF THE SOCIETY
Article 37. External representation of the Society
37.1 The Society shall be validly represented vis-à-vis third parties and with regard to all
judicial and extra-judicial deeds by the President acting alone, or by two (2) directors, acting
jointly.
37.2 Within the framework of daily management, the Society shall also be validly
represented vis-à-vis third parties and with regard to all judicial and extra-judicial deeds by the
Executive Director, acting alone.
37.3 None of the aforementioned persons must justify his/her/its powers vis-à-vis third
parties.
37.4 In addition, the Society shall also be validly represented vis-à-vis third parties, within
the framework of their mandates, by one or more proxy-holder(s) duly mandated by the Board
of Directors, the President acting alone, or two (2) directors, acting jointly, or, within the
framework of daily management, by the Executive Director, acting alone.
TITLE XIII. INTERNAL RULES AND PROCEDURES
Article 38. Internal rules and procedures
38.1 To detail and complete the provisions of these Statutes, the Board of Directors may
adopt, amend and/or revoke internal rules.
38.2 On the date of the last amendments to these Statutes, the last version of the internal
rules has been adopted on December 10, 2021.
38.3 The Board of Directors is further entitled to adopt Board of Directors internal
procedures and any other kind of statement that falls within the scope of its powers.
TITLE XIV. FINANCIAL YEAR
Article 39. Financial year
39.1 The financial year of the Society shall run from 1 January to 31 December.
TITLE XV. AMENDMENTS TO THESE STATUTES
Article 40. Amendments to these Statutes
40.1 The General Assembly can validly decide on amendments to these Statutes only if (i) at
least two-thirds (2/3) of the Members are present or represented and (ii) the decision to amend
obtains at least a majority of two-thirds (2/3) of the votes cast by the Members present or
represented. However, any decision to amend the purpose for which the Society has been
constituted shall be validly adopted only if it obtains at least a majority of four-fifths (4/5) of the
votes cast by the Members present or represented. Blank votes, invalid votes and abstentions
shall not be counted.
40.2 If at least two-thirds (2/3) of the Members are not present or represented at the first
meeting, a second meeting of the General Assembly may be convened pursuant to Article 19 of
these Statutes, at least fifteen (15) calendar days after the first meeting of the General
Assembly. The second meeting of the General Assembly shall validly deliberate, irrespective of
the number of Members present or represented, in accordance with the voting majority
stipulated in Article 40.1 of these Statutes, and decide on the amendments. However, the
General Assembly shall always be composed of at least two (2) natural persons present.
40.3 The main terms of any proposal to amend these Statutes shall be explicitly mentioned
in the agenda or a separate document both included in or attached to the convening notice to
the Members and the directors.
40.4 The date on which the amendments to these Statutes shall enter into force shall be
determined in the internal rules, if any, or by the decision of the General Assembly regarding
the amendments to these Statutes.
TITLE XVI. DISSOLUTION. LIQUIDATION
Article 41. Dissolution. Liquidation
41.1 The General Assembly can validly decide on the dissolution of the Society only if (i) at
least two-thirds of the Members are present or represented and (ii) the decision obtains a
majority of at least a four-fifths (4/5) of the votes cast by the Members present or represented.
Blank votes, invalid votes and abstentions shall not be counted.
41.2 If at least two-thirds (2/3) of the Members are not present or represented at the first
meeting, a second meeting of the General Assembly may be convened pursuant to Article 19 of
these Statutes, at least fifteen (15) calendar days after the first meeting of the General
Assembly. The second meeting of the General Assembly shall validly deliberate, irrespective of
the number of Members present or represented, in accordance with the voting majority
stipulated in Article 41.1 of these Statutes and decide on the dissolution. However, the General
Assembly shall always be composed of at least two (2) natural persons present.
41.3 Any proposition to dissolve the Society shall be explicitly mentioned in the agenda
included in or attached to the convening notice to the Members and the directors.
41.4 Except in case of a dissolution and liquidation of the Society in a single deed, the
General Assembly shall decide upon: the appointment of one or more liquidator(s), the decision-
making process of the liquidators if several liquidators are appointed, and the scope of
his/her/its/their powers. Failing the appointment of one or more liquidator(s), all the directors
shall be deemed to be jointly in charge of the Society’s liquidation.
41.5 The General Assembly shall also decide upon the allocation of the net assets of the
Society, provided however that the net assets of the Society may only be allocated to a
disinterested purpose.
TITLE XVII. VARIA
Article 42. Notifications
42.1 Any notice or other communication under or in connection with these Statutes shall be
written in English, subject to compliance with the legal provisions governing the use of official
languages in Belgium. Additionally, with respect of the sending of any notice or communication
under or in connection with these Statutes, the terms below shall be defined as follows:
- “Regular means of communication” means regular mail or any other means of written
communication (including email); and
- “Special means of communication” means registered mail or any other means of written
communication (including email), with acknowledgment of receipt.
Article 43. Abstentions
43.1 For the determination of the voting majorities set out in these Statutes, “abstentions
shall not be counted” means that (i) the person having abstained shall not be taken into account
in the number of persons present or represented on the basis of which the voting majority shall
be calculated and (ii) the abstention shall neither be considered as a vote “in favour” nor a vote
“against” the proposed decision.
Article 44. Varia
44.1 Anything that is not provided for in these Statutes or the internal rules, if any, shall be
governed by the provisions of Book 9 and any other provisions applicable to non-profit
associations of the companies and associations Code of March 23, 2019. In the event there is a
conflict between these Statutes and the internal rules, if any, internal procedures, or any other
kind of rules of the Society, these Statutes shall prevail.
Article 45. Transitional provision
45.1 The possibility for a third renewal of the term of office of a director, as provided for in
Article 23.3 of these Statutes, shall apply immediately at the Extraordinary General Assembly
which will adopt these Statutes. Accordingly, any director whose term of office is subject to
renewal at the Extraordinary General Assembly adopting these Statutes may benefit from such
third renewal, provided that said director has applied for presidency and will be (re-)elected as
President pursuant to Article 32.1 of these Statutes.