European Cancer Organisation
login

ECCO Statutes

European CanCer Organisation (ECCO)

Article 1: Name and Registered Office of the Association

A not-for-profit International Association was established and is governed by the provisions of Title III of the law of 27 June 1921 on not-for-profit associations, foundations and international not-for-profit associations under the name of “European CanCer Organisation”, abbreviated as “ECCO” (hereafter “Association”). The full and abbreviated names of the Association may be used separately.

The Association has its registered office located at Avenue E. Mounier 83, 1200 Brussels, Belgium, in the Brussels Capital Region and in the judicial district of Brussels.

The Association’s registered office may be transferred to any other location in Belgium by decision of the General Assembly. Every decision of transfer shall be published within one month in the Appendices of the Official Journal (Belgian Official Gazette).

 

Article 2: Goals and Objectives of the Association

The Association shall not have any profit motive. The goals and objectives of the Association shall be to:

  • Provide a cohesive platform for European Cancer Societies and Organisations;
  • Work together to improve cancer treatment outcomes;
  • Be the unified voice of the European cancer community when addressing common policy issues.

The Association’s activities shall include, but not be limited to, the following:

  • Encouraging progressive thinking in cancer policy, training and education;
  • Promoting European cancer research, treatment and care through communication and other channels;
  • Creating awareness of patients’ needs and wishes; and
  • When appropriate in the common interests of the Association’s membership, taking action to reinforce or support its members’ goals.

The Association may further its purposes through all other lawful means which may be directly or indirectly necessary, useful or desirable for the furtherance or accomplishment of the Association’s goals and objectives, as interpreted in the broadest sense.

The Association may conduct economic or other activities that are ancillary to and related to the Association’s goals and objectives described in these Articles of Association.

 

Article 3: Voting Membership

The Association’s voting membership shall consist of at least three (3) legal entities, which shall be established in accordance with the laws and customs of their country of origin.

The Association shall have one (1) category of voting membership: Members (hereafter collectively referred to as the “Members”).

Voting membership is open to any legal entity, whether Belgian or foreign, that meets the following criteria:

  • Represents the interests of healthcare professionals or researchers in more than one European country;
  • Is a not-for-profit organisation that is resident or has its registered office in a country in Europe;
  • Has a European or International scope;
  • Has an exclusive interest or a significant interest in oncology;
  • Promises to adhere to these Articles of Association and the decisions of the Board of Directors, including with respect to the rights and responsibilities of members;
  • Has been approved by the General Assembly in accordance with the Internal Rules of the Association.

For the purposes of these Articles of Association, the General Assembly will decide on an ad hoc basis if an applicant for membership has a “significant interest” in oncology. The decision by the General Assembly shall be final.

 

Article 4: Representation of members

Each Member of the Association that is a legal entity shall designate one person as its representative and a second person as an alternate representative to act in the representative’s absence for a period of two (2) years. A representative’s term may be renewed up to a total of six (6) consecutive years.

The representative or the alternate representative shall act on behalf of the member organisation in connection with the Association’s matters. The representative and the alternate representative shall at all times be either a member or a Board member of the Member organisation which they are representing. Each Member of the Association that is a legal entity shall be entitled to replace said representative or alternate representative in accordance with the Internal Rules of the Association.

 

Article 5: Membership Duties and Dues

Members shall be expected to contribute to the success of the Association in many ways, including by encouraging appropriate individuals within their organisations to participate in the work and decision-making process of the Association.

Members shall pay annual membership dues to the Association. The Board of Directors shall determine the amount of such dues in accordance with the Internal Rules of the Association. Membership dues shall be payable bi-annually on the 1st of January of every year. In determining the amount of the dues, the Board of Directors may take into account any criteria that it deems reasonable and appropriate, and in application of such criteria may impose different levels of fees.

Members shall be expected to renew every year their commitment to the Association by paying their membership dues. Any Member who fails to pay the annual membership dues after receiving due notice from the Association shall be deemed to have resigned as a member pursuant to Article 6 of these Articles of Association.

 

Article 6: Resignation and Termination of Membership

Membership shall be terminated:

  • Upon a Member’s resignation, to become effective on the 1st of January following the receipt of notice, provided that the Member in question gives at least four (4) months’ written notice sent to the President of the Board of Directors (at the Association’s registered office) before the end of a calendar year; otherwise the resignation shall become effective on the 1st of January of the following calendar year and the Member shall remain responsible for the membership dues owed until the effective date of resignation;
  • Immediately upon a Member’s failure to meet any of the conditions laid down in Article 3 of these Articles of Association;
  • If a Member is physically absent from more than two (2) consecutive General Assemblies, without being excused by the Board of Directors due to extraordinary circumstances presented by the Member in question before being absent at either or both General Assemblies; or
  • after a decision taken by the General Assembly by a three-fourths (3/4) majority vote on the basis of:
    • a Member’s conduct that is deemed by the General Assembly, in its sole discretion, to be capable of causing prejudice to the Association’s reputation and good standing; or
    • a Member’s failure to comply with these Articles of Association or a decision of the Board of Directors or of the General Assembly.

The General Assembly shall be convened either on the initiative of the Board of Directors or upon request by at least one-fifth (1/5) of the Members. The Member in question shall have the opportunity to present its defence before the General Assembly takes its vote on the termination of its membership.

 

Article 7: Rights of Members

Members shall have no right or claim to any portion of the Association’s assets.

Any Member who ceases to belong to the Association shall forfeit all rights enjoyed by the Members, yet shall be responsible for any membership dues for the calendar year during which she, he, or it ceases to be a Member.

 

General Assembly

Article 8: Composition and Voting Rights

The General Assembly shall be the highest governing body of the Association and shall consist of a main representative and one alternate representative designated by each Member.

All Members that have paid all their membership dues may vote in meetings of the General Assembly. Each Member shall have one vote.

Board Members and the Chief Executive Officer of the Association may attend meetings of the General Assembly, yet shall not be entitled to vote unless they do so in their capacity as a representative of a Member.

 

Article 9: Powers of the General Assembly

The General Assembly shall be empowered and have the ultimate authority to:

  1. Elect and dismiss those members of the Board of Directors that are to be elected by the General Assembly under Article 12 of these Articles of Association (i.e., not the Chair or the Vice-Chair of the Patient Advocacy Committee (“PAC”)),
  2. Elect and dismiss the President-Elect and the President who are elected in accordance with the rules described in Article 17 of these Articles of Association,
  3. Dismiss Members,
  4. Approve the report presented jointly by the President and the Chief Executive Officer on the management of the Association, including the management of the Association’s registered office, and structural and activity reports,
  5. Approve the annual financial statement presented by the Treasurer and the activity reports, budgets and accounts
  6. Amend the Articles of Association
  7. Dissolve and liquidate the Association
  8. Appoint and remove auditors, if any
  9. Determine the amount of remuneration, if any, to be paid to members of the Board of Directors or the auditors
  10. Discharge the members of the Board of Directors and/or the auditors from liability regarding the services rendered as part of their respective functions, and
  11. Approve the vision, mission and definition of values of the Association.

 

Article 10: Notice of General Assemblies

The General Assembly shall meet at least once a year, at a place, in Belgium or abroad, and a time determined by the Board and indicated in the notice of meeting signed by the President, or in his or her name, and sent at least thirty (30) days prior to the date set for the assembly.

The notice of meeting shall include an agenda of items to be discussed at the assembly. Notice may be sent by any written means of communication, including but not limited to electronic mail, facsimile, and postal mail, and shall be considered sent on the day it is transmitted by the sender.

An Extraordinary General Assembly may also be convened:
    a. by the President of the Association whenever the interests of the Association so require,
    b. following a resolution of the Board of Directors, or
    c. upon written request of one-fifth (1/5) of the Members, together with a summary of the business for which the assembly is to be called in the form of a resolution for debate.

 

Article 11: Resolutions and Quorum of the General Assembly

All meetings of the General Assembly shall be presided over by the President, or in his or her absence, by the President-Elect, or in his or her absence by a person chosen by the members of the Board of Directors present at such assembly.

Except as otherwise mentioned in these Articles of Association, all decisions of the General Assembly shall be adopted by a simple majority of the total number of votes cast, on condition that at least one- half (1/2) of the Members are present at the time of decision. Abstentions shall be counted as a vote not given. In case of a tie vote, the person presiding over the assembly shall have the deciding vote.

Members who do not attend an ordinary or extraordinary assembly in person may participate, be deemed present in person, and/or vote at any meeting of the General Assembly by means of a conference telephone or similar communications equipment allowing all persons participating in the assembly to hear each other at the same time. Participation by these means will constitute presence in person at a meeting. Measures must be taken to ensure that the identity of the person voting as well as his or her vote may be recorded and verified.

The Board of Directors may, in its sole discretion, adopt additional guidelines and procedures to allow Members to participate, be deemed to be present in person and vote at any meeting of the General Assembly.

In the event that the above quorum requirement is not met, a second meeting of the General Assembly may be convened under the same conditions as mentioned above and with the same agenda, at which meeting the General Assembly shall decide validly irrespective of the number of Members present at the assembly. The second meeting must be held at least thirty (30) days after the first meeting.

Except as otherwise provided in these Articles of Association, a Member who is not able to participate in a General Assembly, either in person or through other means described above, may give a written proxy to another Member to represent it at the said General Assembly. No Member may hold more than one (1) proxy from another Member at a General Assembly. Notwithstanding, whenever a General Assembly must, according to Belgian law, be held in Belgium in front of a notary, proxies shall be allowed and there shall be no limit on the number of proxies that a Member may carry on behalf of other Members. When proxies are given, all proxy instruments shall be presented to the person presiding over the assembly before the opening of the assembly.

The person chairing an assembly shall remain fair and impartial during the deliberations at a General Assembly in order to act in the interests of the Association and not only in the interests of the Member he or she is representing. For this reason, the person chairing a General Assembly shall have no voting rights at the meeting she or he is chairing, except in the case of a tie vote (i.e., a deadlock situation), in which case the person chairing the assembly will have a casting vote. The person chairing an assembly shall nevertheless be counted for the purpose of determining a quorum.

The minutes of the General Assembly shall be made by the Staff of the Association and circulated in a timely manner for approval to the President who will sign them before circulation to the Members of the General Assembly.

 

Board of Directors

Article 12 Composition of the Board of Directors

The Association shall be governed by a Board of Directors composed as follows:

  • 14 representatives of Member organisations elected by the General Assembly;
    • Six (6) seats on the Board of Directors shall be reserved for representatives of Member organisations which have a membership-base and an exclusive interest in cancer, while
    • Eight (8) seats on the Board of Directors shall be open to representatives of all Members organisations
  • 1 seat on the Board of Directors shall be reserved for the Chair of the PAC, with the Vice-Chair of the PAC as his or her alternate.

The President, the President-Elect and the Past-President of the Board of Directors shall be counted for the purpose of this Article 12 of the Articles of Association in the fourteen (14) seats on the Board elected directly by the General Assembly.

The following persons shall be considered ex-officio non-voting members of the Board of Directors:

  • The chairs of the task forces and/or committees
  • The Past-Treasurer, under the conditions stated in Article 19 of these Articles of Association, and
  • The CEO

When nominating its representative for election to the Board of Directors, a Member organisation shall also nominate one (1) delegate to the Board of Directors (hereafter a “Board Delegate”) to serve in its representative’s absence at a Board meeting. The provisions for the election, term of office, and temporary replacement and dismissal of members of the Board of Directors shall apply equally to the Board Delegates. If a member of the Board of Directors is unable to attend or participate in a Board meeting, the Board Delegate nominated by the same Member organisation as the absent member of the Board of Directors will have a standing proxy to vote on behalf of the absent member of the Board of Directors. When participating in Board meetings in a voting capacity, the Board Delegates’ powers shall be limited to voting on behalf of the Member organisation he or she represents on the issues on the agenda of a Board meeting, and under no circumstances shall extend to exercising any powers an absent Board member may have as an Officer, as this term is defined in Article 19 below.

 

Article 13: Eligibility and Election of Board Members

A Member’s representative and Delegate on the Board of Directors need not be the same persons as its representative and alternate representative to the General Assembly, designated in accordance with Article 4 of these Articles of Association.

To be eligible to serve on the Board of Directors, an individual must be a Board member of and have the support of his or her Member organisation at the time of election.

No Member organisation may have more than one (1) representative on the Board of Directors, unless one of its two (2) representatives is serving as the President, President-Elect, or Past-President. The term “representative” here does not include the “Board Delegates” described above in Article 12.

 

Article 14: Dismissal and Replacement of Board Members

If a Board member and a Board Delegate representing the same Member organisation fail to participate (either physically or by the means permitted under Article 17 below) in more than two (2) consecutive Board meetings, both the Board member and the Board Delegate shall be deemed to have resigned with immediate effect upon the third consecutive absence.

If the seat of a member of the Board of Directors becomes vacant for whatever reason before the expiration of his or her term, the candidates having the next highest number of votes at the last election of the members of the Board of Directors shall fill this vacancy. In this way, at the election of Board members (not including President-Elect) every second year the two (2) candidates having the highest number of votes and not winning a seat on the Board of Directors shall be retained as Alternates to fill any vacancies that may arise on the Board of Directors during the two (2) year term for which they ran.

If there is no Alternate present or willing to fill a vacancy on the Board of Directors, the General Assembly shall fill the vacancy at its next meeting.

Any Alternate or other person filling a vacancy on the Board of Directors shall hold office for the unexpired term of the representative that he or she replaces. Under no circumstances shall the Alternate or other person filling a vacancy assume the Officer functions that the leaving Board member may have.

 

Article 15: Powers of the Board of Directors

The Board of Directors shall have the broadest powers of administration and management over the Association, subject to the powers reserved to the General Assembly. The Board of Directors shall be primarily responsible for defining the strategy and policies of the Association and shall act in governing the Association in all areas where the General Assembly does not have exclusive authority, including but not limited to the following:

  1. Electing the Treasurer of the Association.
  2. Approving the report to be presented to the General Assembly by the Chief Executive Officer on the management of the Association, including management of the Association’s personnel and the structural and activity reports.
  3. Appointing and removing the Chief Executive Officer and delegating to such Chief Executive Officer and to one or several third parties, who need not be a member of the Board of Directors, certain powers for limited specified purposes.
  4. Borrowing money, subject to such constraints as may be required by the law, in order that the Association might pursue its stated goals and objectives.
  5. Proposing the Association’s vision and mission and presenting it to the General Assembly for approval.
  6. Determining general strategy in accordance with the stated vision and mission.
  7. Identifying the activities to be performed by the Association and
  8. Approving the overall plan and budget to be presented to the General Assembly for approval.

 

Article 16: Notice of Meetings of the Board of Directors

The Board of Directors shall meet at least once a year, either at the Association’s registered office, or at any other place indicated in the notice of the meeting signed by the President, or in his or her name, and sent at least thirty (30) days prior to the date set for the meeting. Notice may be sent by any written means of communication, including but not limited to electronic mail, facsimile, and postal mail, and shall be considered sent on the day it is transmitted by the sender.
An extraordinary meeting of the Board of Directors may also be convened by notice sent by the President in the same manner as described in the preceding paragraph whenever the interests of the Association so require or upon written request of at least three (3) members of the Board of Directors containing a draft resolution to be debated.

In case of urgency, extraordinary meetings of the Board of Directors need not be in person and may be held in a manner stated in the notice of the meeting, including by telephone, video conference, post, electronic mail or facsimile, provided that:

  • At least one (1) week’s notice is provided to all members of the Board of Directors, together with an agenda and sufficient information to make a decision on the points listed on the agenda, and
  • The votes are cast in a manner that allows the identity of the person voting as well as his or her vote to be recorded and verified.

If an extraordinary meeting is to be held through written communication without an opportunity for oral debates, the notice of meeting shall contain the reasons for holding the meeting in such manner. All resolutions adopted at an extraordinary meeting held in such a manner without the physical presence of the members will be subject to the ratification of the Board of Directors at its next meeting held in the Board of Directors members’ physical presence.

 

Article 17: Resolutions and quorum of the Board of Directors

All meetings of the Board of Directors shall be presided over by the President, or in his or her absence, by the President-Elect or the Past-President, or in their absence by a person chosen by the members of the Board of Directors present at such meeting.

Except as otherwise provided in these Articles of Association, all decisions of the Board of Directors shall be adopted by a simple majority of the votes, on condition that at least one-half (1/2) of the members of the Board are present.

The person chairing a meeting shall remain fair and impartial during the deliberations at the meeting in order to act in the interests of the Association and not only in the interests of the Member she or he is representing. For this reason, the person chairing a meeting shall have no voting rights at the meeting she or he is chairing, except in the case of a tie vote (i.e., a deadlock situation), in which case the person chairing the meeting will have a casting vote. The person chairing a meeting shall be counted for the purpose of determining a quorum.

A Board member may not be represented by proxy at a meeting of the Board of Directors.

Members of the Board of Directors (or their Board Delegates) who do not attend an ordinary or extraordinary meeting in person may participate, be deemed present in person, and/or vote at any meeting of the Board of Directors by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by these means will constitute presence in person at a meeting. Measures must be taken to ensure that the identity of the person voting as well as his or her vote may be recorded and verified.

The Board of Directors may, in its sole discretion, adopt additional guidelines and procedures to allow members of the Board of Directors to participate, be deemed to be present in person and vote at any meeting of the Board of Directors.

The minutes of the meetings of the Board of Directors shall be made by the Staff of the Association before being sent for approval by the President, and sent to all members of the Board of Directors after the President’s signature.

 

Article 18: Terms of office of the Board of Directors

Except as otherwise stated in Article 19 with respect to the President-Elect, President, Past-President, Past Treasurer and the Chief Executive Officer, all Board members shall serve for a term of two (2) years, beginning at the end of the first ordinary General Assembly taking place in the calendar year following their election, and may be re-elected for one additional term of two (2) years.

The President-Elect shall be elected by the General Assembly in even years (i.e. for a term beginning in the following odd year), while all other Board members (except in the case of vacancy described above in Article 14) shall be elected by the General Assembly in odd years (i.e. for a term beginning in the following even years).

 

Article 19: Positions on the Board of Directors

The following officers shall sit on the Board of Directors: a President-Elect, a President, a Past-President, a Treasurer, a Past-Treasurer and a Chief Executive Officer (to the extent described below in this Article). These persons shall serve in their respective positions on both the Board of Directors and the General Assembly and shall be considered the Officers of the Association. The Board of Directors may create such other positions, as it deems necessary and appropriate.
The Board shall fill the position of Treasurer from among its members.

Unless otherwise expressly provided at the time of selection or election or as provided in the next two paragraphs of this Article 19 of the Articles of Association, each Officer shall serve a term of two (2) years, coinciding with her or his term on the Board of Directors.

In accordance with the procedures set out in the Internal Rules of the Association, the General Assembly shall elect the President-Elect, who shall serve in such capacity for a term of one (1) year before automatically becoming the President of the Board and serving in such capacity for a subsequent term of two (2) years, and then immediately afterwards automatically becoming the Past-President of the Board and serving in such capacity for a subsequent term of one (1) year.

During a period corresponding to the two (2) first Board meetings held in person after the start of a new Treasurer’s term of office, the Past-Treasurer will remain an ex-officio non-voting Member of the Board of Directors.

Notwithstanding the preceding, the term of service of the Chief Executive Officer may be longer or shorter than the limits mentioned in this Article.

The positions referred to in this article are defined by these Articles of Association, by the Internal Rules of the Association, or in a resolution adopted by the Board of Directors at any time.

 

Article 20: Conflict of Interests

Board members shall have a duty of trust and loyalty to the Association. 

 

Article 21: Committees

The Board of Directors may designate one or more standing or special committees to have and exercise the power and authority specified by the Board of Directors as permitted by law. Standing or special committees will not infringe on the powers of the General Assembly or the Board of Directors. The role and responsibilities of each committee will be further defined by the Board of Directors in the Internal Rules of the Association upon its creation and may be modified as and when the Board of Directors deems appropriate. Committees shall report to the Board of Directors on a regular basis in accordance with the relevant provisions of the Internal Rules of the Association.

 

Article 22: Representation and Required Signatures

In accordance with Article 28 of these Articles of Association, the Chief Executive Officer shall have the power to manage the daily affairs and business of the Association as well as to represent the Association as needed in order to implement such daily management powers.

Any transaction outside the scope of daily management that binds the Association shall, subject to any monetary limits set by the Board of Directors in the Internal Rules of the Association, be signed by the President, Treasurer or the Chief Executive Officer acting alone below limits defined in the Internal Rules and jointly above the said limits, or by any other person or persons receiving a delegation of powers in accordance with Article 15 (3) of these Articles of Association, as confirmed in a resolution of the Board of Directors signed in accordance with Article 17 above. The preceding persons need not offer proof of their authority to third parties.

 

Article 23: Legal Actions

Legal action involving the Association, both as plaintiff and as defendant, shall be taken by the Board of Directors, represented:

  • by its President, or
  • by a member of the Board of Directors appointed for such purpose.

  

The Executive Committee

Article 24: Members of the Executive Committee

The Executive Committee shall be composed of all persons occupying the positions referred to in article 19 of these Articles of Association as well as any other Board members appointed for this purpose by the Board of Directors.

The Chief Executive Officer shall be an ex officio, non-voting, member of the Executive Committee.

 

Article 25: Powers of the Executive Committee

The Board of Directors shall delegate to the Executive Committee the authority to take decisions concerning urgent matters not involving the Association’s policies that cannot wait to be handled by the Board of Directors and/or decisions implementing resolutions adopted by the Board of Directors, provided that such delegation does not concern the transfer of the strategic decisions in respect of the Association.

The Board of Directors delegates the following areas of actions, which list is not exhaustive, to the Executive Committee in cooperation with the Chief Executive Officer:

  • The non-strategic decisions related to the daily management outside the scope of the Chief Executive Officer,
  • Prepare the overall plan, budget, objectives, results and other information required to be submitted to the Board of Directors, and
  • Execution of decisions taken by the Board of Directors.

The Board of Directors shall be charged with the control of the Executive Committee. The Executive Committee shall therefore report to the Board of Directors on a regular basis in accordance with the Internal Rules.

 

Article 26:  Resolutions and Quorum of the Executive Committee

The Executive Committee shall meet as often as required. The President, or in his or her absence, the President-Elect or the Past-President, shall convene the members of the Executive Committee by providing reasonable notice sent by any written means of communication, including but not limited to electronic mail and facsimile, and shall be considered sent on the day it is transmitted by the sender.

Members of the Executive Committee may participate in meetings of the Executive Committee by any means permitted under the Internal Rules of the Association or indicated in the notice of the meeting, including by being present in person, by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time when deliberations are needed, or by electronic mail when deliberations have already taken place or are not needed. Participation by these means will constitute presence in person at a meeting. Measures must be taken to ensure that the identity of the person voting as well as his or her vote may be recorded and verified.

All decisions of the Executive Committee shall be adopted by a simple majority of the votes, on condition that at least two (2) of its voting members are present and approve the action.

The person chairing a meeting of the Executive Committee may vote at the meeting she or he is chairing. In the case of a tie vote (i.e., a deadlock situation), the person chairing the meeting will have an additional vote to break the tie. The person chairing a meeting shall be counted for the purpose of determining a quorum.

A member of the Executive Committee may not be represented by proxy at a meeting of the Executive Committee.

The minutes of the meetings of the Executive Committee shall be made by the Staff of the Association before being sent for approval by the President, and sent to all members of the Board of Directors after the President’s signature.

All meetings of the Executive Committee shall be presided over by the President, or in his or her absence, by the President-Elect or the Past-President, or in his or her absence by a person chosen by the members of the Executive Committee present at such meeting.

 

Article 27: Terms of Office of the Executive Committee

The terms of office of the Executive Committee shall coincide with each person’s term as an Officer.

 

Day-to-day Management

Article 28: Chief Executive Officer

The Board of Directors shall appoint a Chief Executive Officer, who shall carry out her or his functions until her or his dismissal by the Board of Directors or her or his resignation. Removal or resignation of the Chief Executive Officer shall terminate that individual’s capacity to participate in governance, committees, programmes, operations, or other activities of the Association, unless otherwise provided by the Board of Directors in writing. The Board of Directors may at any time change the title of the person serving in this function.

The duties of the Chief Executive Officer shall be established by the Board of Directors and shall include the power to manage the daily affairs and business of the Association as well as to represent the Association as needed in order to implement such daily management powers. The Chief Executive Officer shall report to the Board of Directors, at such times as the Board of Directors, in its sole discretion, may designate, on the activities, programs, and expenses of the Association.

The Chief Executive Officer shall be authorised to act in the interests of the Association with the aim of carrying out the effective activities of the Association within the limits of those rights and obligations entrusted to her or him by the Board of Directors. The Chief Executive Officer may, in her or his discretion, appoint and remove persons in all staff positions, provided that all budgetary or other limits established by the Board of Directors are respected.

The Chief Executive Officer may attend all meetings of the General Assembly, Board of Directors and Executive Committee in her or his capacity as Chief Executive Officer, in an ex-officio non-voting capacity, unless otherwise desired by the Board of Directors. The Chief Executive Officer or someone from the staff of the Association shall serve as the secretary for all meetings of the General Assembly, the Board of Directors, and the Executive Committee. The Board of Directors is free to decide to hold meetings for attendance exclusively by Members of the Association, members of the Board of Directors, or members of the Executive Committee. Removal or resignation of a Chief Executive Officer terminates that individual’s capacity to attend any meetings of the General Assembly, Board of Directors, or Executive Committee without the express written permission of the Board of Directors.

 

Financial Provisions

Article 29: Budget and Accounts

The financial year of the Association shall be closed on 31 December.

The Board of Directors shall submit audited accounts of the past financial year and the budget for the next financial year to the General Assembly for its approval.

The Board of Directors shall establish a contingency fund, and shall determine its amount as well as the way in which this fund shall be increased by the contributions due from the Members.

Approval of the accounts by the General Assembly shall discharge the Board members from liability for all acts set out in the annual financial documents.
No part of such assets, income, profits or net earnings of the Association shall inure to the benefit of any manager, employee, agent, officer, director or other person, except in reasonable compensation for services rendered to the Association within the context of pursuing the object of the Association.

 

Amendment of Statutes and Dissolution

Article 30: Amendments of the Articles of Association

Proposals to amend these Articles of Association or to dissolve the Association must emanate from the Board of Directors or from at least one-fifth (1/5) of the Voting Members. In the event of such a proposal, the Board of Directors shall inform the Members thereof, at least one (1) month before the date on which the General Assembly shall meet to discuss said proposal. The proposed amendments must be expressly mentioned in the notice of the meeting.

The General Assembly may only validly deliberate on such a proposal if two-thirds (2/3) of the Members of the Association are present. A resolution shall be adopted if approved by a three-fourths (3/4) majority of the total votes cast by the General Assembly.

If, however, the above-mentioned quorum of two-thirds (2/3) of Members of the Association is not reached, a new meeting of the General Assembly may be convened under the same conditions as mentioned above, at which the General Assembly shall decide validly and definitively on the proposal, by the majority required (pursuant to the preceding paragraph) of the total votes cast by the Members present or represented, irrespective of the number of such Members present or represented. The second meeting must be held at least fifteen (15) days after the first meeting.

The amendments to the Articles of Association shall enter into force as soon as the conditions required under Belgian law have been satisfied.

 

Article 31: Dissolution

Unless otherwise provided in these Articles of Association, the General Assembly shall determine the conditions and procedure for dissolving and liquidating the Association. However, the conditions and procedure for assigning the Association’s remaining assets after the dissolution shall be determined by a majority of Members present at the meeting during which any such decision is taken.

All funds of the Association shall be used for the purpose of carrying out its objectives, as described in article 2 of these Articles of Association. In the event of dissolution, any remaining assets of the Association shall be solely assigned to one or more established organisations exclusively pursuing objectives that are similar to those of the Association. Nothing in this article shall prohibit the assigning of funds to one or more Members where such Members satisfy the conditions set down in the previous sentence.

  

General Provisions

Article 32: Official Language

The official language of the Association shall be French and the working language shall be English.

 

Article 33: Internal Rules

The Board of Directors may decide by a simple majority vote to establish, amend or abolish all or part of the Internal Rules of the Association.

 

Article 34: General Clauses

Any item not provided expressly in these Articles of Association or by the Internal Rules shall be resolved in accordance with the law of 27 June 1921 on not-for-profit associations, foundations and international not-for-profit associations. Consequently, the provisions of this law, from which no exception has been lawfully made, are deemed to be incorporated into these Articles of Association and any provisions of these Articles of Association which are or may become contrary to mandatory provisions of this law shall be deemed null and void.

 

PRINT THIS PAGE Page last modified: