C O N S T I T U T I O N

Article 1. Name. Legal form. Term

1.1. The non-profit association named “European Federation for Colposcopy and Pathology of the Lower Genital Tract”, abbreviated “EFC” (hereafter: “Association”), 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.

1.2. All acts, invoices, announcements, publications and other documents issued by the Association shall contain the name of the Association, immediately followed or preceded by the mentions “association sans but lucratif” or by the abbreviation “ASBL”, the address of the registered office of the Association, the enterprise number and the mention “registre des personnes morales” or abbreviated “RPM” followed by the court with jurisdiction in the district where the Association has its registered office.

Article 2. Registered office

2.1. The registered office of the Association is located in the region of Brussels-Capital.

2.2. The registered office of the Association 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 Articles of Association according to the legal provisions governing the use of official languages in Belgium.

2.3. If the transfer of the registered office of the Association implies a change of the language of these Articles of Association 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 Association according to the presence quorum and voting majority stipulated in Article 20 of these Articles of Association.

2.4. The Association may establish offices in any country or place.

TITLE II. NON-PROFIT PURPOSE. OBJECT

Article 3. Non-profit purpose

3.1. The non-profit purpose of the Association shall be, within the European Union and worldwide, to:
(a) Promote the best possible standards for colposcopy, cervical and lower genital tract pathology in Europe;
(b) Contribute to the standardisation and evaluation of diagnostic and therapeutic procedures in the fields of colposcopy, cervical and the lower genital tract pathology among European clinicians and pathologists;
(c) Promote the dissemination of basic and applied research and topics related to colposcopy
and lower genital tract pathology in Europe; and
(d) Establish and maintain relationships with other international organisations, particularly regarding cervical cancer prevention in Europe.

Article 4. Object

4.1. To that effect, the Association may develop, alone or in collaboration with third parties, directly or indirectly, all activities related, directly or indirectly, to its purpose. The Association may, in particular develop the following non exhaustively listed activities for the general or specific account of its Members and/or third parties:
(a) Disseminate information and issue publications;
(b) Organise and arrange congresses, seminars, workshops, training courses and other programs and convenings at international and national levels;
(c) Run research protocols;
(d) Collect and analyse statistical data; and
(e) Cooperate with and assist other initiatives and/or organisations having a purpose similar to the purpose of the Association, as well as other regional and/or international initiatives and/or organisations.

4.2. The activities of the Association 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 Association.

4.3. In addition, the Association may develop, support, incorporate, constitute, set up, participate to, and have interests in (including owning shares, stocks, bonds, warrants, options, participations and/or investments, etc.) any Belgian or foreign legal entity, commercial or not, not-for-profit or for-profit, private or public or semi-public, having the legal personality or not, having similar purposes and activities than the ones of the Association.

TITLE III. MEMBERS

Article 5. Membership

5.1. The Association shall have two (2) membership categories: Full Members and Affiliate Members. The Association shall always consist of at least two (2) Full Members.

5.2. All references in these Articles of Association to “Member” or “Members” without any other specification are references to Full Members and Affiliate Members collectively.

5.3. The rights and obligations of the Members shall be as defined in and pursuant to these Articles of Association.

5.4. Membership is intuitu personae and can neither be transferred nor assigned.

Article 6. Full Members

6.1. The category of Full Membership is open and accessible to any 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. Having its registered office in a country being part of the World Health Organization Regional Office for Europe (hereafter: “WHO-European Region”)1;
iv. Having a non-profit purpose at a national level;
v. Being active at regional level or at another equivalent level; and
vi. Having an interest in colposcopy, cervical and lower genital tract pathology.

6.2. Provided that the membership criteria for Full Membership are complied with, several legal entities having their registered office in the same country may each become a Full Member with their own membership rights, provided that they each pay membership fees.

6.3. Full Members shall enjoy all membership rights, including voting rights.

Article 7. Affiliate Members

7.1. The category of Affiliate Membership is open and accessible to any legal entity cumulatively meeting the following criteria:
i. Not meeting the criteria to be eligible as a Full Member;
ii. Having the legal personality or not;
iii. Being duly constituted in accordance with the laws and practices of its country of origin; and
iv. Having an interest in colposcopy, cervical and lower genital tract pathology.

7.2. Affiliate Members shall have the rights specifically granted to them in or pursuant to these Articles of Association. These rights shall not include voting rights at the General Assembly.
1 The WHO-European Region includes the following countries: Albania, Andorra, Armenia, Austria, Azerbaijan, Belarus, Belgium, Bosnia and Herzegovina, Bulgaria, Croatia, Cyprus, Czechia, Denmark, Estonia, Finland, France, Georgia, Germany, Greece, Hungary, Iceland, Ireland, Israel, Italy, Kazakhstan, Kyrgyzstan, Latvia, Lithuania, Luxembourg, Malta, Monaco, Montenegro, Netherlands, Norway, Poland, Portugal, Republic of Moldova, Romania, Russian Federation, San Marino, Serbia, Slovakia, Slovenia, Spain, Sweden, Switzerland, Tajikistan, North Macedonia, Turkey, Turkmenistan, Ukraine, United-Kingdom and Uzbekistan.

7.3. If the rights specifically granted to and/or the obligations of the Affiliate Members pursuant to these Articles of Association are amended in accordance with Article 47 of these Articles of Association, the Affiliate Members shall neither be consulted nor have voting rights.

Article 8. Admission to membership

8.1. Any applicant to membership shall submit an application for admission to membership via regular means of communication to the President.

8.2. The President shall submit this application for admission to the Board of Directors. After having verified that all conditions for membership are complied with, the Board of Directors shall decide on the admission to membership. The decisions of the Board of Directors regarding membership admissions are final, sovereign and the Board of Directors shall give reasons for its decisions.

Article 9. Representation of Members

9.1. Each Member shall appoint one or more natural person(s), called the “Representative(s)”, to represent it within the Association. 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 (i) must have full capacity powers to represent his/her Member and (ii) shall be part of the top decision-making level of the Full Member he/she is representing (e.g. management body, president, chairman, director, secretary general, CEO). If a Member only appoints one (1) Representative, he/she shall be the Voter of his/her Member.

9.2. 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.

9.3. Each Member shall inform, via regular means of communication, the Head of Secretariat of the identity, contact details, and, as the case may be, appointment as Voter, of its/their Representative(s).

Article 10. Resignation. Exclusion

10.1. Members are free to resign from the Association by giving written notice via special means of communication, at the latest by 30 September of each year, to the Head of Secretariat. The Head of Secretariat shall submit the resignation to the Board of Directors, which shall in turn acknowledge it. The resignation shall be effective on the 31 December of the year during which the written notice has been sent to the Head of Secretariat.

10.2. A Member is deemed resigning if the Member is in one of the following situations:
(a) Voluntary/as of right/legal dissolution/liquidation;
(b) Bankruptcy or is subject to insolvency proceedings of a similar nature under the laws of any jurisdiction;
(c) Judicial administration/reorganisation;
(d) Merger (only if the concerned Member is the acquired legal entity);
(e) (Partial) demerger; and
(f) Transfer of a branch of activity/an universality.

10.3. This resignation shall be effective upon a decision of the Board of Directors. A Member has the right to defend its position at (or in writing prior to) the meeting of the Board of Directors at which decisions are proposed in respect of the resignation of a Member which is in at least one of the situations described under paragraph 10.2 of the present Article. The decisions of the Board of Directors regarding the resignation of Members as referred to in the paragraphs 10.2 and 10.3 of the present Article are final, sovereign and the Board of Directors shall give reasons for its decisions.

10.4. A Member which (i) ceases to satisfy the definition of the membership as set out in Article 6 and Article 7 of these Articles of Association, or (ii) is not duly or timely or fully complying with these Articles of Association, the internal rules, if any, and/or any decision validly taken by the bodies of the Association, or (iii) does not pay all its membership fees within the stated period, or (iv) infringes the interests of the Association, or (v) has substantially modified its activities, or (vi) for any other reasonable cause, may be excluded from membership, by the General Assembly upon proposal of the Board of Directors.

10.5. Before proposing the exclusion of a Member to the General Assembly, the Board of Directors 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 definitively remedy the consequences of the breach or breaches having led to the proposal of exclusion of the concerned Member. The Board of Directors may decide to propose the exclusion of a Member to the General Assembly, provided that the concerned Member is convened at the meeting of the Board of Directors and has received the possibility to defend its position during the meeting of the Board of Directors and prior to the voting on the proposal of exclusion to the General Assembly. The decisions of the Board of Directors regarding the proposal of exclusion of a Member to the General Assembly are final, sovereign and the Board of Directors shall give reasons for its decisions.

10.6. The Head of Secretariat shall notify the decision of the Board of Directors, via special means of communication, to the concerned Member within fifteen (15) calendar days from the decision of the Board of Directors.

10.7. Upon proposal of the Board of Directors, 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 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 Full Members are present or represented and (ii) the decision obtains a majority of at least a majority of two-thirds (2/3) of the votes cast by the Full 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.

10.8. The Board of Directors 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.

10.9. The Board of Directors may decide at any time during the exclusion procedure that all membership rights of the Member concerned by the abovementioned exclusion procedure be suspended:
(1) Until the decision of the Board of Directors not to propose the exclusion of the concerned Member to the General Assembly; or
(2) If the Board of Directors decides to propose the exclusion of the concerned Member to the General Assembly, until the decision of the General Assembly.

10.10. A Member which, in whatever way and for whatever reason, ceases to be a Member shall remain liable for its obligations towards the Association, including for the payment of the membership fees (i) for the financial year during which notice is given and, (ii) in case the notice is served after 30 September, for the financial year during which the notice is given and the following financial year. A Member, that in whatever way and for whatever reason, ceases to be a Member shall (i) have no claims for compensation on the Association or for its assets, (ii) forthwith cease to hold itself out as a Member in any manner, and (iii) upon decision of the Head of Secretariat, promptly deliver to the Association all material, equipment, software, and documents, in written, electronic or magnetic form, in its possession that have been provided by the Association.

10.11. A Member which has resigned or has been excluded from the Association and wishes to re-join the Association as a Member may be considered as an applicant to membership.

Article 11. Membership fees

11.1. Each Full 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 and the calculation method of the membership fees for each Full Member shall be based on the number of members of each Full Member and shall be proposed by the Board of Directors and decided by the General Assembly.

11.2. The membership fees for each Full Member will be of a maximum thirty thousand euro (30,000 EUR) per year.

11.3. Each Affiliate 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 and the calculation method of the membership fees for each Affiliate Member and shall be proposed by the Board of Directors and decided by the General Assembly.

11.4. Without prejudice to Article 10 of these Articles of Association, if a Member fails to pay its membership fees within thirty (30) calendar days after a reminder has been sent to it by the Head of Secretariat, the latter may decide to suspend its rights (including voting rights, if any) until the payment of the membership fees.

11.5. Members joining the Association part way through a financial year shall pay the full amount of membership fees per year as calculated for their membership category.

11.6. The Board of Directors shall also decide each year on the invoicing procedure and the time for payment of the membership fees.

Article 12. Compliance with the Articles of Association and the internal rules

12.1. Any Member shall expressly adhere to these Articles of Association 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 Association and (ii) pay the annual membership fees, including those for the year in which the admission to membership is accepted, pursuant to Article 8 of these Articles of Association.

Article 13. Register of Members

13.1. The Board of Directors shall keep a register of Members, in electronic format, at the registered office of the Association. This register shall contain the legal name, the legal form, the address of the registered office, the enterprise/VAT number or equivalent number, and the details of the main contact person of each Member being a legal entity. In addition, all the decisions regarding the admission, the resignation or the exclusion of the Members shall be included in the register of Members by the Board of Directors, within eight (8) calendar days from the date the Board of Directors was informed of the decision or took a decision.

TITLE IV. ORGANISATIONAL STRUCTURE

Article 14. Bodies

14.1. The bodies of the Association are:
(a) The General Assembly;
(b) The Board of Directors;
(c) The President;
(d) The Past-President;
(e) The President-Elect;
(f) The Treasurer;
(g) The Secretary General;
(h) The Advisory Committee;
(i) The Congress Committee;
(j) The Working Group(s);
(k) The Head of Secretariat.

TITLE V. GENERAL ASSEMBLY

Article 15. Composition. Voting rights

15.1. The General Assembly shall be composed of all Members. Each Member shall be represented at the General Assembly by its Representative(s) pursuant to Article 9 of these Articles of Association.

15.2. Each Full Member shall have a proportional number of votes which shall be determined according to the number of its own members on the basis of the system set out below:
Number of own members of the Full Members
Number of votes
The Full Member has from 2 up to and including 50 members;
1 vote
The Full Member has from 51 up to and including 100 members;
2 votes
The Full Member has from 101 up to and including 200 members;
3 votes
The Full Member has from 201 up to and including 500 members; and
4 votes
The Full Member has of 501 members or more.
5 votes

15.3. Affiliate Members shall have the right to attend the meetings of the General Assembly without voting rights and with the right to be heard.

15.4. Each director shall have the right to attend the meetings of the General Assembly without voting rights and with the right to be heard. Each director who has been appointed as a Voter shall be authorised to vote in this specific capacity for the Full Member he/she represents.

15.5. 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 Past-President. If the President and the Past-President are both unable or unwilling to chair the General Assembly, the General Assembly shall be chaired by the President-Elect. If the President, the Past-President and the President-Elect 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.

15.6. The General Assembly may decide to invite one or more third parties to attend without voting rights one or more meeting(s) or part(s) of meeting(s) of the General Assembly. Upon authorisation of the chairperson of the General Assembly these third parties will receive the right to speak.

Article 16. Powers

16.1. The General Assembly shall have the powers specifically granted to it by law or these Articles of Association. In particular, the General Assembly shall have the following powers:
(a) The transfer of the registered office of the Association when it implies a change of language of these Articles of Association 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) If applicable, the appointment and dismissal of a statutory auditor and the determination of his/her/its remuneration;
(d) If applicable, the appointment and dismissal of an external accountant and the determination of his/her/its remuneration;
(e) The discharge to be given to the directors and, if any, to the statutory auditor, or to the external accountant;
(f) The filing of a claim in front of the competent court against the directors and, if any, the statutory auditor, or the external accountant;
(g) The approval of the amount of the membership fees and the calculation method of the membership fees, upon proposal of the Board of Directors;
(h) The approval of the amount of the additional contributions, upon proposal of the Board of Directors;
(i) The approval of the annual accounts and the budget of the Association;
(j) The exclusion of Members;
(k) Upon recommendation of the Congress Committee, the approval of the location of the congresses of the Association;
(l) The amendment of these Articles of Association;
(m) The dissolution of the Association, the allocation of the Association’s net assets in case of dissolution, and the appointment of one or more liquidator(s);
(n) The restructuration or transformation of the Association 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;
(o) The transformation of the Association 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
(p) The realisation or the approval of a contribution for free of an 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 Association. 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 Full Members. In this last case, the Board of Directors or the President shall convene the General Assembly within twenty-one (21) calendar days after the request of convening of the Full 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 Head of Secretariat via similar means, to give a proxy to another Member of its membership category or to a third party to be represented at a meeting of the General Assembly. No Member may hold more than two (2) proxies.

Article 19. Convening notices. Agenda

19.1. The convening notices for the General Assembly shall be notified to the Members and the directors by the Head of Secretariat 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 Head of Secretariat 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 Full 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 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 Articles of Association, the General Assembly shall be validly constituted when at least half of the Full Members are present or represented. In any case, the General Assembly shall always be constituted of at least two (2) natural persons.

20.2. If at least half of the Full 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 Articles of Association, 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 Full Members present or represented, in accordance with the voting majority stipulated in the paragraph 20.3 of the present Article.

20.3. Unless otherwise stipulated in these Articles of Association, 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 Full Members present or represented.

20.4. For the powers referred to in Article 16.1, (b) and (k) of the present Articles of Association, a Single Transferable Vote (hereafter: “STV”) voting system shall be used. The Board of Directors shall appoint one or more independent scrutineer(s) who shall be in charge to organise the vote in accordance with the STV voting system which shall be designed to achieve proportional representation through ranked voting. More specifically, the STV voting system shall be a voting system of proportional representation in which a Full Member’s vote can be transferred to a second or further competing proposal (according to the Full Member’s stated order of preference) if the proposal of first choice is eliminated during a succession of counts or has more votes than are needed for election. The detailed rules governing the STV voting system shall be determined in the internal rules, if any. In any case, the STV voting system shall always take place electronically.

20.5. Blank votes, invalid votes and abstentions shall not be counted. In the event of a tie, the Full Member whose Representative is the President shall have the decisive vote and in its absence (whether represented or not), the Full Member whose Representative is the Past- President. If the Full Member whose Representative is the President and the Full Member whose Representative is the Past-President are both absent (whether represented or not), the Full Member whose Representative is the President-Elect shall have the decisive vote. If the Full Member whose Representative is the President, the Full Member whose Representative is the Past-President and the Full Member whose Representative is the President-Elect are all absent (whether represented or not), the Full Member whose Representative has been designated by the General Assembly to chair the General Assembly shall have the decisive vote.

20.6. Except in case of the STV voting system, the votes are issued by a call out, or by a show of hands, unless a secret ballot is requested by at least one third (1/3) of the Full Members present or represented.
[EY Law: Articles 19.1, 20.7 and 20.8 to be amended following the adoption of the new legislation and possible inclusion of unanimous written resolutions]

20.7. [Provided that the possibility to participate to the General Assembly via electronic means of communication is mentioned 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 in the deliberations via any electronic means of communication that allow the Members to directly hear each other and directly speak to each other, such as a telephone, video or web conference. The Board of Directors shall set up the practical procedures to organise this in practice. In such a case, the Members shall be deemed present.

20.8. Provided that the possibility to vote via electronic means is mentioned in the convening notice, the Full Members may vote via electronic means during a meeting of the General Assembly. The Board of Directors shall take the necessary steps allowing the Full Members to vote electronically. 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 identification of the Full Members having expressed their vote and (ii) the control of compliance with the prescribed time limit.]

Article 21. Register of minutes

21.1. Minutes shall be drawn up at each meeting of the General Assembly. They shall be approved and signed by the President and kept in a register of minutes. Copies of resolutions shall be sent via regular means of communication by the Head of Secretariat to the Members. The register of minutes shall be kept at the registered office of the Association where all Members may consult it, without, however, displacing it.

TITLE VI. BOARD OF DIRECTORS

Article 22. Composition

22.1. The Association shall be administered by an Board of Directors composed of minimum five (5) and maximum eleven (11) directors.

22.2. The Board of Directors shall be composed as follows:
(a) The President is as of right a director;
(b) The President-Elect is as of right a director;
(c) The Past-President is as of right a director;
(d) The Treasurer is as of right a director;
(e) The Secretary General is as of right a director; and
(f) If the General Assembly wishes so, up to six (6) directors being elected by the General Assembly.

22.3. Each director shall be:
(a) A Representative of a Full Member; and
(b) An expert regarding one or more service(s) provided by the Association to the Members and/or one or more field(s) covered by the Association.

22.4. Except for the directors referred to in paragraph 22.2 (a) through (e) of the present Article who are elected by the General Assembly in accordance with Article 31 and Article 32 of these Articles of Association, the General Assembly shall elect the directors. The term of office of the directors is a four (4) years term, renewable indefinitely. Their mandate shall be non-remunerated. The Association shall cover the travel and accommodation expenses exposed by the directors to attend the meetings of the Board of Directors.

22.5. For the directors referred to in paragraph 22.2, (f) of the present Article, each Full Member may propose one (1) candidate director to the Board of Directors at least forty-two (42) calendar days in advance of a meeting of the General Assembly at which one or more director(s) will be elected. The Board of Directors shall inform the Full Members as soon as a new election by the General Assembly is necessary. The Board of Directors, taking into account the criteria set out in paragraph 22.3 of the present Article, shall draw up a list of all proposed candidate directors. The list shall be attached to the agenda of the meeting of the General Assembly at which one or more director(s) will be elected. The list shall indicate for each proposed candidate director the criteria set out in paragraph 22.3 of the present Article. If there is no list or an incomplete list of candidate directors, the General Assembly may freely elect without any formality one or more director(s) out of the Representatives of the Full Members.

22.6. Except for the directors referred to in paragraph 22.2 (a) through (e) of the present Article who are elected by the General Assembly in accordance with Article 31 and Article 32 of these Articles of Association, 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 a Representative, or (iii) if the Full Member the director represents, for whatever reason, ceases to be a Full Member, or (iv) if the Full 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, or (v) if the Full Member the director represents, has substantially modified its activities.

22.7. 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 Association, 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.

22.8. 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. In case of termination of the mandate of a director for whatever reason, except the cases of automatic termination of the mandate of a director, or dismissal, the director shall continue performing the duties of his/her office until he/she has been replaced within sixty (60) calendar days.

22.9. Except for the directors referred to in paragraph 22.2 (a) through (e) of the present Article who are elected by the General Assembly in accordance with Article 31 and Article 32 of these Articles of Association, 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 criteria for the composition of the Board of Directors of the replaced director. 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, except if the General Assembly otherwise decides. 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.

22.10. In case of termination of the mandate of a director for whatever reason, the director shall have no claims for compensation on the Association or for its assets, without prejudice to the mandatory labour law provisions and the services agreement provisions, if applicable.

22.11. 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 Past-President. If the President and the Past-President are both unable or unwilling to chair the Board of Directors, the Board of Directors shall be chaired by the President-Elect. If the President, the Past-President and the President-Elect 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.

22.12. 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 23. Powers

23.1. The Board of Directors shall have all powers necessary to accomplish the purpose of the Association, except for the powers that are specifically granted to other bodies of the Association by law or these Articles of Association. The Board of Directors shall act as a collegial body (in French: “organe collégial” / in Dutch: “collegiaal orgaan”).

23.2. The Board of Directors shall in particular have the following powers:
(a) The transfer of the Association’s registered office when it does not imply a change of language of these Articles of Association according to the legal provisions governing the use of official languages in Belgium;
(b) The determination of the Association’s strategies and policies;
(c) The general management and administration of the Association;
(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 admission of new Members;
(g) The acknowledgement of the resignation of a Member pursuant to Article 10 of these Articles of Association;
(h) The election and dismissal of the President-Elect, the Treasurer and the Secretary General;
(i) The dismissal of the President and the Past-President;
(j) The appointment and dismissal of the Head of Secretariat, including the discharge to be given;
(k) The hiring and the dismissal of the employees of the secretariat of the Association;
(l) The proposal of the amount of the membership fees and the calculation method of the membership fees to the General Assembly;
(m) Upon receipt of the draft annual working plan, the draft annual accounts and the draft budget from the Head of Secretariat, the finalisation and approval of these documents that must be submitted to the General Assembly for approval, with the exception of the annual working plan;
(n) The adoption, the amendment and the revocation of the internal rules, if any;
(o) The adoption of propositions to be submitted to the General Assembly;
(p) The decisions to determine the working and governance rules of, and delegate tasks to the Advisory Committee and the overseeing of this;
(q) The decisions to determine the working and governance rules of, and delegate tasks to the Congress Committee and the overseeing of this; and
(r) The decisions to establish, dissolve and determine the working and governance rules of, and delegate tasks to one or more Working Group(s) and the overseeing of this/these.

23.3. If no Head of Secretariat is appointed in accordance with Article 34 of these Articles of Association, all the powers listed in 35 of these Articles of Association and specially entrusted to the latter by these Articles of Association will be exercised by the Board of Directors.

23.4. Each year, before the approval of the annual accounts by the Ordinary General Assembly, the Board of Directors shall report to the Ordinary General Assembly on the annual activity of the Association which includes at least information regarding (i) the use of the budget, (ii) the setting of the calculation method and the amount of the annual membership fees, and (iii) the activities of the Association.

23.5. 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 24. Meetings

24.1. The Board of Directors shall meet every time the interests of the Association so require and at least once (1) 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 Past-President. If the President and the Past-President are both unable or unwilling to convene the Board of Directors, the Board of Directors shall be convened by the President-Elect. If the President, the Past-President and President-Elect 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 25. Proxies

25.1. 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 two (2) proxies.

Article 26. Convening notices. Agenda

26.1. The convening notices for the Board of Directors shall be notified to the directors by the Head of Secretariat via regular means of communication at least seven (7) 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 Secretary General and adopted by the President. If the President is unable or unwilling to adopt the agenda, the agenda shall be adopted by the Past-President. If the President and the Past-President are both unable or unwilling to adopt the agenda, the agenda shall be adopted by the President-Elect. If the President, the Past-President and the President-Elect are all unable or unwilling to adopt the agenda, the agenda shall be adopted by oldest director (in age).

26.2. Each director shall have the right to propose one or more additional item(s) 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 (2) 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.

26.3. No vote shall be cast regarding an item that is not listed on the agenda, except if all the directors are present or represented at a meeting of the Board of Directors and vote to proceed with such vote.

26.4. Each director shall have the right, before, during or after a meeting of the Board of Directors, to waive the convening formalities and periods required by the present Article. Unless he/she disagrees, any director present or represented at a meeting of the Board of Directors shall be considered to have been regularly convened to this meeting.

Article 27. Presence quorum. Voting majority. Votes

27.1. Unless otherwise stipulated in these Articles of Association, 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.

27.2. 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 26 of these Articles of Association, 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 paragraph 27.4 of the present Article.

27.3. The first priority shall be to reach decisions by applying the consensus rule. If a decision cannot be reached by consensus or if the chairperson of the Board of Directors decides to call a vote, decisions shall be taken according to the voting majority stipulated in paragraph 27.4 of the present Article.

27.4. Unless otherwise stipulated in these Articles of Association, 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.

27.5. 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 Past-President. If the President and the Past-President are both absent (whether represented or not), the President-Elect shall have the decisive vote. If the President, the Past-President and the President-Elect are all absent (whether represented or not), the oldest director (in age) present shall have the decisive vote.

27.6. 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 Head of Secretariat shall set up the practical procedures to organise this in practice. In such a case, the directors shall be deemed present.

27.7. 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. The Head of Secretariat shall take the necessary steps allowing the directors to vote electronically. The Head of Secretariat 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 vote and (ii) the control of compliance with the prescribed time limit.

Article 28. Written/online procedure

28.1. The Board of Directors may take decisions via written/online procedure.

28.2. For this purpose, the Head of Secretariat, 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 regular means of communication to the Association or, if provided for by the Head of Secretariat, by submitting their votes via an online platform, and within the time limit mentioned in the notice.

28.3. If the votes in favor of all the directors, regarding the items on the agenda are not received/submitted within this term, the decisions are deemed not to be taken. In the event of a tie, the decisions are also deemed not to be taken.

28.4. For the purpose of the present Article, directors are not allowed to grant proxies to other directors.

28.5. Decisions taken by written/online resolutions are deemed to come into force on the date mentioned on the notice sent to the directors.

Article 29. Conflict of interests

29.1. 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 Association 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.

29.2. 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.

29.3. 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 Association 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.

29.4. If a statutory auditor has been appointed, the minutes of the meeting of the Board of Directors shall be communicated to the statutory auditor.

29.5. 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.

29.6. 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 27.1 of these Articles of Association. The rules relating to the voting majority provided for by Article 27.3 of these Articles of Association remain unchanged.

29.7. 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.

29.8. 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 30. Register of minutes

30.1. Minutes shall be drawn up at each meeting of the Board of Directors. They shall be approved and signed by the President and any willing director(s) and kept in a register of minutes. Copies of resolutions shall be sent via regular means of communication by the Head of Secretariat to the directors. The register of minutes shall be kept at the registered office of the Association where all directors may consult it, without, however, displacing it.

30.2. 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 Association in accordance with Article 42 of these Articles of Association.

TITLE VII. PRESIDENT, PAST-PRESIDENT, PRESIDENT-ELECT, TREASURER AND SECRETARY GENERAL

Article 31. Election and function of the President, Past-President and President-Elect

31.1. The General Assembly shall elect a President-Elect. The President, Past-President and the President-Elect shall be three (3) distinct Representatives of Full Members, being also distinct of the Treasurer and the Secretary General. Their mandate shall be non-remunerated.

31.2. The term of office of the President-Elect is a four (4) year term, not renewable. The natural person can only be elected once in a lifetime as President-Elect.

31.3. Once the mandate of the President-Elect has terminated, except the cases of automatic termination of directorship or dismissal, the President-Elect shall become as of right the President. The term of office of the President is a four (4) year term, not renewable.

31.4. Once the mandate of the President has terminated, except the cases of automatic termination of directorship or dismissal, the President shall become as of right the Past-President. The term of office of the Past-President is a four (4) year term, not renewable.

31.5. If the mandate of the President-Elect ceases before his/her term, for whatever reason other than if he/she replaces the President as provided for in paragraph 31.6 of the present Article, the General Assembly shall elect a new President-Elect, for the remainder of the term of the replaced President-Elect.

31.6. If the mandate of the President ceases before his/her term, for whatever reason, and there is a President-Elect, the President-Elect shall become as of right the President for the remainder of the term. After having performed the remainder of the term of the mandate as President, the President-Elect who has become the President shall perform a new term of office of four (4) year term, not renewable.

31.7. If the mandate of the Past-President ceases before his/her term, for whatever reason, no new Past-President shall be elected as Past-President for the remainder of the term.

31.8. The mandate of the President-Elect, the President and the Past-President terminates by expiry of the term of their mandate or, as of right and with immediate effect, by expiry of their directorship. The mandate of the President-Elect, the President, the Past-President terminates as of right and with immediate effect, (i) by death or incapacity, or (ii) if the President-Elect, the President, the Past-President does no longer meet the criteria set out in paragraph 31.1 of the present Article.

31.9. The General Assembly may further dismiss the President-Elect as President-Elect, the President as President and the Past-President as Past-President at any time and shall not give reasons for its decisions, without any compensation or cost becoming due by the Association, and provided that the President-Elect, President or Past-President 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. The concerned President-Elect, President or Past-President shall not participate in the deliberation of the General Assembly regarding such decision or action, and also not to the relevant voting.

31.10. The President-Elect, President and Past-President are also free to resign from their office at any time by submitting, via special means of communication, their resignation to the Head of Secretariat. In case of the end of the mandate of the President-Elect or the President for whatever reason, except the cases of automatic termination of the directorship, or dismissal, the President-Elect or the President as the case may be shall continue performing the duties of his/her office until the General Assembly/Head of Secretariat has provided in his/her replacement within ninety (90) calendar days, without prejudice to the mandatory labour law provisions and services agreement provisions, if applicable.

31.11. In case of termination of the mandate of the President-Elect, President or Past-President, for whatever reason, the President-Elect, President or Past-President, as the case may be shall have no claims for compensation from the Association or from its assets, without prejudice to the mandatory labour law provisions and services agreement provisions, if applicable.

Article 32. Election and function of the Treasurer and the Secretary General

32.1. The General Assembly shall elect a Treasurer and a Secretary General. The Treasurer and the Secretary General shall be two (2) distinct Representatives of Full Members, being also distinct of the President-Elect, President and Past-President. Their mandate shall be non-remunerated.

32.2. The term of office of the Treasurer and of the Secretary General is a four (4) year term, renewable three (3) times in a row.

32.3. If the mandate of the Treasurer ceases before his/her term, for whatever reason, the Board of Directors shall freely elect a new Treasurer, for the remainder of the term of the replaced Treasurer. The mandate performed by a new Treasurer for the remainder of a term pursuant to paragraph 32.2 of the present Article, shall not be taken into account for the computation of terms of office as referred to in the present Article.

32.4. If the mandate of the Secretary General ceases before his/her term, for whatever reason, the Board of Directors shall freely elect a new Secretary General, for the remainder of the term of the replaced Secretary General. The mandate performed by a new Secretary General for the remainder of a term pursuant to paragraph 32.2 of the present Article, shall not be taken into account for the computation of terms of office as referred to in the present Article.

32.5. The mandate of the Treasurer and the Secretary General terminates by expiry of the term of their mandate or, as of right and with immediate effect, by expiry of their directorship. The mandate of the Treasurer and the Secretary General terminates as of right and with immediate effect, (i) by death or incapacity, or (ii) if the Treasurer and the Secretary General does no longer meet the criteria set out in paragraph 32.1 of the present Article.

32.6. The General Assembly may further dismiss the Treasurer as Treasurer and the Secretary General as Secretary General at any time and shall not give reasons for its decisions, without any compensation or cost becoming due by the Association, and provided that the Treasurer or Secretary General 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. The concerned Treasurer or Secretary General shall not participate in the deliberation of the General Assembly regarding such decision or action, and also not to the relevant voting.

32.7. The Treasurer and Secretary General 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 Treasurer for whatever reason, except the cases of automatic termination of the directorship, or dismissal, the Treasurer and the Secretary General as the case may be shall continue performing the duties of his/her office until the Board of Directors has provided in his/her replacement within sixty (60) calendar days, without prejudice to the mandatory labour law provisions and services agreement provisions, if applicable.

32.8. In case of termination of the mandate of the Treasurer or Secretary General for whatever reason, the Treasurer or Secretary General as the case may be shall have no claims for compensation from the Association or from its assets, without prejudice to the mandatory labour law provisions and services agreement provisions, if applicable.

Article 33. Powers of the President, Past-President, President-Elect, Treasurer and Secretary General

33.1. The President shall have the powers specifically granted to him/her by these Articles of Association. 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 Head of Secretariat;
(b) Presiding the meetings of the General Assembly and the Board of Directors;
(c) Signing and approving the minutes of the meetings of the General Assembly and the Board of Directors;
(d) Acting as a conciliator when differences of opinion occur, both within the Association and vis-à-vis third parties; and
(e) In the event of a tied vote, having the casting vote within the Board of Directors.

33.2. The Past-President shall have the powers specifically reserved for him/her by these Articles of Association. In particular, the Past-President shall have the following powers:
(1) Replacing the President in his/her absence;
(2) Closely collaborating with the President and the President-Elect on the work of the Association; and
(3) Ensuring the continuity of the presidency.

33.3. The President-Elect shall have the powers specifically reserved for him/her by these Articles of Association. In particular, the President-Elect shall have the following powers:
(a) Replacing the Past-President in his/her absence;
(b) Closely collaborating with the President and the Past-President on the work of the Association; and
(c) Ensuring the continuity of the presidency.

33.4. The Treasurer shall have the powers specifically granted to him/her by these Articles of Association and by the Board of Directors. As a general rule, the Treasurer shall oversee the financial affairs of the Association and report in this respect to the Board of Directors.

33.5. The Secretary General shall have the powers specifically reserved for him/her by these Articles of Association and by the Board of Directors.

TITLE VIII. HEAD OF SECRETARIAT

Article 34. Appointment and function of the Head of Secretariat

34.1. The Board of Directors may appoint a natural person or legal entity, not being a director and not being a Representative, as Head of Secretariat. His/her/its office may be remunerated. When a legal entity is appointed as Head of Secretariat, 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 Head of Secretariat in the name and on behalf of the legal entity. The Association shall cover all reasonable expenses exposed by the Head of Secretariat. The Head of Secretariat’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.

34.2. The mandate of the Head of Secretariat terminates as of right and with immediate effect, (i) by death or incapacity, or (ii) if the Head of Secretariat 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.

34.3. Unless otherwise agreed, the Board of Directors may dismiss the Head of Secretariat 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 Association, and (iii) prejudice to the mandatory labour law provisions and services agreement provisions, if applicable.

34.4. The Head of Secretariat 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 Head of Secretariat for whatever reason, except the cases of automatic termination of the mandate of the Head of Secretariat or dismissal, the Head of Secretariat 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.

34.5. In case of the end of the mandate of the Head of Secretariat for whatever reason, the Head of Secretariat shall have no claims for compensation on the Association or for its assets, without prejudice to the mandatory labour law provisions and services agreement provisions, if applicable.

34.6. The Head of Secretariat shall be a permanent observer at all the bodies of the Association, 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 Head of Secretariat.

34.7. Notwithstanding the above paragraph, the President may decide that the Head of Secretariat cannot attend one or more meeting(s) or part(s) of a meeting(s) of the Board of Directors.

Article 35. Powers of the Head of Secretariat

35.1. The Head of Secretariat shall have the powers specifically granted to him/her/it by these Articles of Association. In particular, the Head of Secretariat shall have the following powers:
(a) The daily management of the Association, within the approved budget;
(b) The recruitment of new Members;
(c) In cooperation with the President, the coordination and the organisation of the meetings of the General Assembly;
(d) In cooperation with the President, the coordination and the organisation of the meetings of the Board of Directors;
(e) The delegation of tasks to the secretariat of the Association and the overseeing of it;
(f) Submitting the applications for admission to membership to the Board of Directors;
(g) Executing the decisions of the Board of Directors;
(h) Sending the convening notices of the General Assembly and the Board of Directors;
(i) After consultation with the Treasurer, the preparation of the draft annual working plan, the draft annual accounts and the draft budget that must be submitted to the Board of Directors for finalisation and approval;
(j) The supervision of the financial affairs of the Association, under the supervision of the Treasurer; and
(k) Ensuring the public relations of the Association, particularly regarding communication with third parties.

35.2. The Head of Secretariat shall always act under the responsibility of the Board of Directors and within the approved budget. The Head of Secretariat 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.

35.3. If no Head of Secretariat is appointed, the powers listed in the present Article and specifically granted to him/her/it by these Articles of Association shall be exercised by the Board of Directors.

TITLE IX. THE ADVISORY COMMITTEE

Article 36. Powers

36.1. The Advisory Committee shall have the powers specifically granted to it by these Articles of Association. In particular, the Advisory Committee shall render non-binding advice to the Board of Directors.

36.2. The Advisory Committee shall always act under the responsibility of the Board of Directors. The Advisory Committee shall report periodically to the Board of Directors on its actions and activities, and/or at the request of the Board of Directors.

Article 37. Composition and functioning

37.1. The Board of Directors shall determine among others items the composition, conduct of meetings and governance, convening modalities and drafting of agendas, presence quorums, voting majorities and voting procedures, and drafting of minutes of the Advisory Committee.

37.2. The Advisory Committee shall not represent the Association vis-à-vis third parties.

37.3. The Advisory Committee 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 Advisory Committee.

TITLE X. THE CONGRESS COMMITTEE

Article 38. Powers

38.1. The Congress Committee shall have the powers specifically granted to it by these Articles of Association. In particular, the Congress Committee shall have the following powers:
(a) Making non-binding recommendations to the General Assembly on the location of the congresses of the Association;
(b) Planning the practical modalities of the congresses of the Association, and preparing the program of the congresses of the Association;
(c) Planning the marketing modalities of the congresses of the Association, and selecting the free papers and poster presentations of the congresses of the Association;
(d) Selecting the prize winners at the congresses of the Association.

38.2. The Congress Committee shall always act under the responsibility of the Board of Directors. The Congress Committee shall report periodically to the Board of Directors on its actions and activities, and/or at the request of the Board of Directors.

Article 39. Composition and functioning

39.1. The Board of Directors shall determine among others items the composition, conduct of meetings and governance, convening modalities and drafting of agendas, presence quorums, voting majorities and voting procedures, and drafting of minutes of the Congress Committee.

39.2. Unless otherwise proposed by the Executive Committee, the Congress Committee shall not represent the Association vis-à-vis third parties.

39.3. The Congress Committee 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 Congress Committee.

TITLE XI. WORKING GROUP(S)

Article 40. Working Group(s)

40.1. The Board of Directors may establish and delegate tasks to one or more Working Group(s). The Working Group(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 Working Group(s).

40.2. The Working Group(s) may be composed of non-Members and Representatives of Members who (i) must be experts in the respective fields covered by the Working Group(s) concerned and (ii) are able to substantially contribute to support the Board of Directors. The Working Group(s) shall be chaired by a chairman being a Representative and, as the case may be, one or more vice-chairmen may be appointed.

40.3. The Working Group(s) shall not represent the Association vis-à-vis third parties.

40.4. The Working Group(s) shall always act under the responsibility of the Board of Directors and shall report periodically to Board of Directors on its/their activities, and/or at the request of the Board of Directors.

40.5. The Working Group(s) 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 Working Group(s).

TITLE XII. LIABILITY

Article 41. Liability

41.1. The directors, the President, the Past-President, the President-Elect, the Treasurer, the Secretary General and the Head of Secretariat are not personally bound by the commitments of the Association. Their liability shall be limited to the execution of their assigned tasks and the faults committed in the (non-) performance of their duties and tasks.

41.2. The Members, in their capacity of Members, shall not be held liable for the commitments taken on by the Association.
TITLE XIII. EXTERNAL REPRESENTATION OF THE ASSOCIATION

Article 42. External representation of the Association

42.1. The Association 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.

42.2. Within the framework of daily management, the Association shall also be validly represented vis-à-vis third parties and with regard to all judicial and extra-judicial deeds by the Head of Secretariat, acting alone.

42.3. None of the aforementioned persons must justify his/her/its powers vis-à-vis third parties.

42.4. In addition, the Association 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 Head of Secretariat, acting alone.

TITLE XIV. INTERNAL RULES AND PROCEDURES

Article 43. Internal rules and procedures

43.1. To detail and complete the provisions of these Articles of Association, the Board of Directors may adopt, amend and/or revoke internal rules.

43.2. On the date of the last amendments to these Articles of Association, no internal rules have been adopted.

43.3. 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 XV. FINANCIAL YEAR. ANNUAL ACCOUNTS. BUDGET. AUDITING OF THE ANNUAL ACCOUNTS

Article 44. Financial year

44.1. The financial year of the Association shall run from 1 January to 31 December.

Article 45. Annual Accounts. Budget

45.1. The Board of Directors shall establish each year the draft annual accounts of the past financial year, as well as the draft budget for the next financial year. The currency of the Association shall be the euro for the annual accounts and all other official accounting, tax and legal documents.

45.2. Each year, within six (6) months following the end of the financial year, the Board of Directors shall submit the draft annual accounts and the draft budget to the Ordinary General Assembly for approval.

45.3. The draft annual accounts and the draft budget shall be circulated amongst all Members at least fifteen (15) calendar days before the Ordinary General Assembly.

Article 46. Auditing of the annual accounts

46.1. If the law requires so, the General Assembly shall appoint a statutory auditor, chosen between the members of the Belgian “Institut des Réviseurs d’Entreprise / Instituut der Bedrijfsrevisoren”, for a three (3) years term.

46.2. If the Association is not required by law to appoint a statutory auditor, the General Assembly may still appoint a statutory auditor or an external accountant to audit the annual accounts.

46.3. The statutory auditor or the external accountant, as the case may be, shall draw up an annual report on the annual accounts of the Association. This report shall be submitted to the Ordinary General Assembly before the approval of the annual accounts.

TITLE XVI. AMENDMENTS TO THESE ARTICLES OF ASSOCIATION

Article 47. Amendments to these Articles of Association

47.1. The General Assembly can validly decide on amendments to these Articles of Association only if (i) at least two-thirds (2/3) of the Full Members are present or represented and (ii) the decisions to amend obtain at least a majority of two-thirds (2/3) of the votes cast by the Full Members present or represented. However, any decision to amend the purpose for which the Association 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 Full Members present or represented. Blank votes, invalid votes and abstentions shall not be counted.

47.2. If at least two-thirds (2/3) of the Full 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 Articles of Association, 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 Full Members present or represented, in accordance with the voting majority stipulated in the paragraph 47.1 of the present Article, and decide on the amendments. However, the General Assembly shall always be composed of at least two (2) natural persons physically present.

47.3. The main terms of any proposal to amend these Articles of Association 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.

47.4. The date on which the amendments to these Articles of Association 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 Articles of Association.

TITLE XVII. DISSOLUTION. LIQUIDATION

Article 48. Dissolution. Liquidation

48.1. The General Assembly can validly decide on the dissolution of the Association only if (i) at least two-thirds (2/3) of the Full 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 Full Members present or represented. Blank votes, invalid votes and abstentions shall not be counted.

48.2. If at least two-thirds (2/3) of the Full 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 Articles of Association, 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 Full Members present or represented, in accordance with the voting majority stipulated in the paragraph 48.1 of the present Article, and decide on the dissolution. However, the General Assembly shall always be composed of at least two (2) natural persons physically present.

48.3. Any proposition to dissolve the Association shall be explicitly mentioned in the agenda included in or attached to the convening notice to the Members and the directors.

48.4. Upon the dissolution and liquidation of the Association, 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 Association’s liquidation.

48.5. The General Assembly shall also decide upon the allocation of the net assets of the Association, provided however that the net assets of the Association may only be allocated to a disinterested purpose.

TITLE XVIII. VARIA

Article 49. Notifications

49.1. Any notice or other communication under or in connection with these Articles of Association 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 Articles of Association, 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 50. Computation of time

50.1. For the use of the computation of time limits set out in these Articles of Association, the terms below shall be defined as follows:
– “Month(s)” mean(s) (a) calendar month(s); and
– “Calendar day(s)” mean(s) that when calculating a period of notice, this period excludes the calendar day when the notice is given or deemed to be given and the calendar day for which it is given or on which it is to take effect.

Article 51. Abstentions

51.1. For the determination of the voting majorities set out in these Articles of Association, “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 52. Varia

52.1. Anything that is not provided for in these Articles of Association 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 Articles of Association and the internal rules, if any, internal procedures, or any other kind of rules of the Association, these Articles of Association shall prevail.

52.2. Membership of the Association does not imply or represent any endorsement by the Association of a Member or of an activity undertaken by a Member. Members shall not use the Association’s name and logo(s) in any manner unless they received a prior and written authorisation from the Board of Directors to do so. Members shall have no claim on the Association’s assets.

52.3. For the performance of their duties, directors can elect domicile at the registered office of the Association.

52.4. The business of the Association shall be conducted in English, without prejudice to applicable legal obligations. These Articles of Association are written in French and English, but only the French version shall be the official text.