Constitution

This is an automated translation of the constitution, for information of whom it concerns. There are likely to be mistakes in this document. In case of difference in interpretation, the official Dutch and French version of the constitution prevails.

The official version version of the BEMAS constitution is available on the Dutch and French pages via the language switcher in the upper right corner.

TITLE I : NAME - REGISTERED OFFICE - PURPOSE - DURATION

Article 1 : Name

The non-profit association's name is BELGIAN MAINTENANCE ASSOCIATION, abbreviated BEMAS. This name must appear in all deeds, invoices, announcements, notices, letters, orders, websites and other documents, whether in electronic form or not, immediately preceded or followed by the words "non-profit association" or by the abbreviation "vzw", together with the following information: the precise indication of the registered office of the legal entity, the company number, the word "register of legal entities" or the abbreviation "RPR", the indication of the court of the registered office of the association, and, where appropriate, the e-mail address and website of the association.

Article 2 : Seat

The registered office of the association is located in the Brussels Capital Region, falling under the judicial district of Brussels. The registered office of the association may, by decision of the General Assembly, be established at any place in Belgium, in accordance with the relevant legal provisions in the Act of 23 March 2019 introducing the Companies and Associations Code, published in the Belgian Official Gazette of 4 April 2019, hereafter the WVV and provided n publication in the appendices of the Belgian Official Gazette. The association may establish one or more administrative offices in any place both in Belgium and abroad, following a decision by the Governing Body.

Article 3 : Vision, Purpose and Target Audience

Vision
Asset management and maintenance are of strategic importance for the competitiveness and sustainable operation of companies and institutions. 

Professional management and maintenance of physical assets, such as machinery, appliances, buildings and other infrastructure, improves reliability and increases safety levels. All this contributes to sustainable economic prosperity, the protection of people and the environment, and finally the quality of life for all.

Target

BEMAS aims to help its members move towards ever better management and maintenance of physical assets . 

BEMAS does this through, among other things:  

• Building and managing a professional network;
• Providing a forum where members share knowledge and exchange experiences with each other;
• Spreading best practices and other knowledge about asset management and maintenance;
• Organising training courses, conferences, seminars, study evenings, company visits and trade fair visits;
• Publishing information on asset management and maintenance through a variety of communication channels;
• Setting up working groups around targeted themes and topics in the asset management and maintenance domain;
• Stimulate innovation and actively participate in research in the field of asset management and maintenance;
• Taking targeted actions to upgrade the image of asset management and professional maintenance and make these fields better known to the general public;
• Encouraging young people to choose an education and a profession in maintenance;
• Lobbying decision-makers and policymakers;
• Seeking the recognition of the profession and professions in maintenance and asset management;
• Setting up and managing a certification in the field of asset management and maintenance;
• Maintain relationships with similar organisations at home and abroad and undertake activities with them;
• Representing the Belgian maintenance community as a spokesperson and interlocutor at regional, national and international level.

This objective may be achieved by any means. The association may do all acts that are directly or indirectly, wholly or partially, related to its objective or that may facilitate or promote its development or realisation, including incidental commercial activities and acts of commerce, provided that the proceeds from the latter activities are fully earmarked for the realisation of its objective. Among other things, the association may rent, purchase or acquire other rights to real estate, and provide financial, legal or other assistance, including the provision of securities, both in Belgium and abroad. The association may in various ways cooperate with or take interests in other associations or institutions that pursue a similar or related purpose, or that may contribute to the realisation or development of its purpose. 

The Governing Body is empowered to interpret the nature and scope of the association's purpose.

Target Audience

Our target audience includes:

• Industrial companies with their maintenance department, technical department, and/or asset management team;
•  Utilities and public companies that own or manage physical assets;
•  Companies in the tertiary sector with their technical and facility services;
•  Maintenance companies and maintenance contractors;
•  Constructors, distributors and service providers with their technical after-sales service service ;
•  Providers and developers of solutions, applications, products, materials and associated services in maintenance; 
•  Training providers and educational institutions with training offerings and/or interest in the maintenance field;
• Stakeholders and individuals interested in asset management and maintenance .

Article 4 : Duration

The association is established for an unlimited duration, it may be dissolved at any time by decision of the General Assembly, in accordance with the relevant legal and statutory provisions.

TITLE II : MEMBERS

Article 5 : Types of members

The association consists of effective members and joined members :

• Effective members are natural or legal persons and enjoy the full rights granted to members under the law and these articles of association, including voting rights in the General Assembly;
• Joined members are natural or legal persons and have only those rights and duties expressly provided for in these articles of association and, if applicable, in the internal regulations. 

In addition, the Governing Body may, under conditions it shall determine, accept legal or natural persons as honorary, patron, supporting or advisory members. In the absence of special conditions - to be laid down in the internal regulations, if necessary - regarding the status of these members, they shall be regarded as associate members.

Both joined members and effective members recognise and accept the objectives, programme, statutes, internal regulations and decisions of the association. The fullness of membership, including voting rights at the General Assembly, belongs exclusively to Full Members and not to Joined Members. The articles of association or other (as applicable) provisions relating to the rights and obligations of acceded members may be amended without consultation or consent of acceded members.

An amendment to the statutes revising the categories of members and the resulting rights and obligations shall be accepted only if the General Assembly approves it by a majority of two-thirds of the votes present and represented.

The generic terms "member" and ''members'' are used throughout these bylaws to refer to both effective, and acceding members.

Article 6 : Number of members and registers

The number of effective members shall not be less than five.

The identity of the effective members, as well as their place of residence or registered office and the date of their joining and possible resignation or exclusion, shall be recorded and maintained by the Governing Body in the register of effective members kept at the registered office of the association, where it shall be available for inspection (and possible taking of copies) by the persons entitled thereto.

All members may consult the register of members at the registered office of the association. To this end, they shall address a written request by letter or email to the governing body with whom they agree on a date and time to consult the register. The association may maintain the register of members in electronic form, subject to the conditions stipulated in the WVV.

 

Article 7 : Admission as a member

To be accepted as a member, a prospective member must meet the following conditions of membership:

• Have applied in writing for membership as an effective or joined member, stating full identity, place of residence and, if applicable, registered office and representative; 
• If it is a legal entity, it must have taken the necessary decisions internally and the representative must have the necessary representative powers to apply for affiliation as a member and act in that capacity;
• Endorse the purpose of the association;
• Have executed the contribution payment for the current working year;
• To have received confirmation of grant of membership.

The Governing Body may take a discretionary decision not to grant membership, without any obligation to give reasons or possibility of appeal. In case of non-award, any membership fee already paid for the operating year shall be refunded to the prospective member.

A joined member may apply to become an effective member at any time. An effective member may apply to the Governing Body at any time to be granted the status of acceded member and such change cannot be denied to the effective member.

Being an effective or acceding member implies full agreement with the statutes, if applicable, the internal regulations and all decisions taken pursuant to the statutes and internal regulations, as well as a commitment to fulfil all obligations contained therein.

Article 8 : Resignation as an effective member

Full members have the option of withdrawing from the association in the course of an operating year or for the next calendar year subject to written notice of resignation by registered letter or e-mail with acknowledgement of receipt addressed to the association , with effect after eight days from the date of knowledge thereof.  Resignation shall not entitle the member to a refund of membership fees or other amounts due or already paid.

Shall be deemed as resigning, any effective member who fails to pay his annual contribution within the month following a reminder to do so, sent by letter or email to the member mentioning this provision.

If the resignation of an effective member causes the number of effective members to fall below the minimum number stipulated by law or the articles of association, the resignation is suspended until a new effective member joins the association. If this is not the case within a period of 1 year, the association must proceed to dissolve the association. 

Article 9 : Resignation as a joining member

Joined members are free to withdraw from the association at any time during an operating year or for the coming calendar year by giving written notice of their resignation by letter or email to the association. Resignation shall not entitle the member to any refund of membership fees or other amounts due or already paid.

Shall be deemed resigning, any joining member who fails to pay his annual dues within the month following a reminder to do so, sent by letter or email to the member mentioning this provision.

Article 10 : Suspension and exclusion of a member

The exclusion of a member can be decided by the General Assembly, with a 2/3 majority of the votes present and represented. The decision of the General Assembly regarding the exclusion of a member is discretionary, with no obligation of motivation or possibility of appeal.

Without limitation, a breach of the articles of association and/or the internal regulations and/or public order and morals and/or a breach of any legal or regulatory provision that is of such a nature that it reasonably shakes the confidence of the association in the member, and/or acts contrary to the interest of the association shall constitute grounds for exclusion. 

If a member acts contrary to the objectives of the association, the Governing Body may suspend the membership pending the General Assembly deciding on the termination of the membership by exclusion.

Article 11 : Rights and duties after dismissal or exclusion

The resigning or excluded member, as well as the creditors, heirs or beneficiaries of the deceased, resigning, excluded or bankrupt effective or acceded member, have no rights to the association's assets except those possibly expressly agreed upon in a special agreement with the association. They may neither request or demand extracts from, nor the presentation of the accounts, nor the reimbursement or claiming of contributions, nor sealing, nor an inventory.

Within fifteen days of the end of their capacity as effective or acceding members, the members concerned must return to the association any of the latter's property that may be in their possession, except where expressly provided otherwise in a special agreement with the association.

The membership fee of the current calendar year is due from the resigning or excluded effective or joined member. Such member shall not be entitled to a full or partial refund or claim for any membership fee already paid.

Article 12 : Representation of legal entities - effective members at the association 

A legal entity, shall be represented as an effective member at the association by a natural person duly authorised for this purpose with the power to vote on behalf of such legal entity at the General Assembly and/or, where applicable, the Governing Body.

Article 13 : Inspection

All effective members may consult the minutes and decisions of the General Assembly, of the Governing Body, as well as all accounting documents of the association at the association's registered office (in addition to the register of members), by simple and reasoned written request addressed to the Governing Body.

Article 14 : Obligations of members regarding commitments of the association

The members do not assume any individual obligation concerning the association's commitments. Nor do they have any right to all or part of the association's assets.

Article 15 : Annual membership fee 

The Governing Body shall determine the amount of the annual membership fee, which may not exceed the limit amount obtained after adjusting the amount of €5,000 (five thousand euros) to the evolution of consumer prices in relation to the consumer price index of January 2023. 

Membership is valid per calendar year and is automatically renewed on 1 January each time, unless timely written notice of resignation is given by letter or email no later than 31 December of the previous calendar year. The date of the postmark of the letter or dispatch of the e-mail shall count as the date of notification. Failing timely resignation, the member concerned will be liable to pay the membership fee for the calendar year. Membership fees due or paid are neither fully nor partially refundable.

TITLE III : GENERAL ASSEMBLY

Article 16 : Composition

The General Assembly is composed of all effective members.

Effective members have voting rights, provided they have paid their membership fees for the current calendar year. Each effective member has one vote.

Joined members are invited to the General Assembly, but have no voting or other rights there.

An effective member can be represented by another effective member at the General Assembly, but one effective member can represent a maximum of three other effective members. A legal entity may be represented as an effective member at the General Assembly by one natural person only, in accordance with Article 12.  

Article 17 : Powers and powers of the General Assembly

The General Assembly has the powers expressly granted to it by law and these articles of association.

Belong to its jurisdiction in particular:

• The amendment of the articles of association;
• Appointment and removal of directors;
• Where appropriate, appointment and removal of the Commissioner and determination of remuneration;
• Discharging the Directors and the Auditor and, if appropriate, bringing an association action against them;
• Approval of the budget and annual accounts;
• The voluntary dissolution of the association;
• The exclusion of members;
• The transformation of the association into an ivzw, a cooperative society, a cooperative society recognised as a social enterprise or into a limited liability company recognised as a social enterprise;
• Making or accepting a contribution for no consideration of a generality;
• Any other cases where required by the statutes or the FMC.

Article 18 : Annual ordinary General Assembly and extraordinary General Assemblies

At least 1 (one) ordinary General Assembly must be held every year, for the approval of the accounts and the budget. It takes place no later than 30 June at the registered office or at any other place chosen by the Governing Body and specified in the notice. All Full Members must be invited to it. 
The General Assembly shall be convened by decision of the Governing Body by the Governing Body, or the Chairman, the Vice-Chairman in case of absence or absence of the Chairman, or the oldest member of the Governing Body present in case of absence or absence of the Chairman and the Vice-Chairman.

A General Assembly may be convened as often as required for the interest of the association. The Governing Body shall also convene the General Assembly in the cases stipulated by law or the articles of association or when at least one fifth of the effective members request it. Where appropriate, the Auditor may convene the General Assembly. He must convene it when one-fifth of the effective members of the association request it.

The Governing Body or, as the case may be, the Auditor, shall convene the General Assembly within 21 (twenty-one) days of the request to convene and the General Assembly shall be held no later than the 40ste (fortieth) day after such request.

Article 19 : Convocation and agenda items

Notice of the General Assembly shall be sent by the Governing Body by ordinary mail or E-mail to each effective member, members of the Governing Body and, if applicable, the Auditor, at least 15 (fifteen) days before the meeting, and shall contain the day, hour, place and agenda of the meeting. 

The agenda items of the General Assembly are determined by the Governing Body. The notice convening an ordinary General Assembly must include on the agenda a report on the operation of the association, the discussion and approval of the annual accounts of the past financial year, the discharge of the directors from liability for ordinary management failures that may occur, the approval of the budget for the next financial year, and, if applicable, the (re)appointment of the Auditor. Furthermore, any proposal submitted in writing and signed by at least one twentieth of the Full Members at the latest on the day foreseen must also be included in the agenda of the General Assembly. The General Assembly may only decide on those items on the agenda, unless if all effective members are present at the General Assembly and each effective member agrees to the additional item on the agenda. A copy of the documents to be submitted to the General Assembly under the FMC shall be sent promptly and free of charge to the members, directors and Auditors who request it.

The Governing Body may offer effective members the opportunity to participate remotely in a General Assembly by means of an electronic means of communication provided by the association. As regards compliance with the conditions regarding attendance and majority, Full Members participating in the General Assembly in this way shall be deemed present at the place where the General Assembly is held. If applicable, the notice of the General Assembly should contain a clear and precise description of the procedures regarding remote participation. Remote electronic participation must be conducted in accordance with the requirements of the CPC (see Art. Art. 9:16/1). Remote voting before the General Assembly by electronic means is not allowed.

The Full Members may also take in writing (without convening a meeting) all decisions falling within the competence of the General Assembly, except amendments to the Statutes, subject to unanimity. In case of such written decision-making, the formalities of convening a meeting need not be fulfilled. The members of the Governing Body and, where applicable, the Auditor, may take note of these written decisions at their request. 

Article 20 : Composition and majority

Subject to stricter legal or statutory provisions, the General Assembly is validly constituted whatever the number of effective members, and decisions are taken by a simple majority of the votes cast. Each effective member at the General Assembly has an equal voting right. Abstentions are not counted either for the number of votes cast or as positive or negative votes, but are taken into account for any quorum requirements. In case of an equality of votes, the Chairman's vote is decisive.

Effective members unable to attend the meeting may be represented by another effective member, but no effective member may hold more than one proxy.

To decide on an amendment to the association's articles of association, at least 2/3 of the members must be present or represented. If a required attendance quorum was not reached at the first General Assembly, which was duly convened, a second General Assembly can only be held at least 15 days after a second notice was sent and not within the first 15 (fifteen) days following the first General Assembly on this matter. The decisions taken will then be final, regardless of the number of effective members present or represented at the General Assembly. An amendment of the articles of association requires a majority of 2/3 of the effective members present or represented. However, if the amendment of the statutes relates to the object or disinterested purpose of the association, it shall only be adopted if it obtains 4/5 of the votes cast.

The Governing Body shall have the power to invite any other person, in the capacity of observer or adviser or other, but without any right to vote, to the General Assembly or any part thereof.
The meeting shall be chaired by the chairman of the Governing Body, the vice-chairman in case of absence or absence of the chairman, or the oldest member of the Governing Body present in case of absence or absence of the chairman and vice-chairman.

Article 21 : Minutes of the General Assembly and decisions

The minutes of a General Assembly are signed by the members of the Bureau (which is composed of at least 2 Full Members present each time the General Assembly begins) and by the Full Members who request it. Copies for third parties are signed by one or more representative members of the Executive Body or other persons authorised by the General Assembly. The decisions of the General Assembly recorded in a special register of minutes signed by at least two directors. This register is kept at the registered office where all members can peruse it, but without being allowed to take the registers with them and without moving the register, upon simple written request to the Governing Body. A copy of these decisions may be notified by the Governing Body to interested third parties or members by letter or E-mail.

Any amendment to the Articles of Association shall be filed without delay in a coordinated version at the Registry of the Commercial Court and published by excerpts in the annexes to the Belgian Official Gazette, in accordance with the CPC. This also applies to all deeds concerning the appointment and termination of office of the directors and, if applicable, of the Statutory Auditor. The approved annual accounts must also be filed with the National Bank or, where applicable, the Registry as soon as possible and at the latest within 30 days of approval.

TITLE IV : GOVERNING BODY

Article 22 : Governance and powers of the Governing Body

The association is governed by a Board of Directors. The Executive Board has the most extensive power to perform all acts of management or disposition affecting the association.

The Executive Body represents the association, outside and in court. The Governing Body is competent for all matters and powers concerning the association that have not been granted to the General Assembly by the FGTB or by these statutes.

The Governing Body manages the affairs of the association and represents it in and out of court. The Governing Body acts as plaintiff and defendant, in all legal proceedings and decides whether or not to pursue legal remedies. 

The Governing Body shall promulgate any internal regulations it deems necessary and useful through the establishment and amendment of Internal Regulations.

The Governing Body also concludes and terminates all employment contracts and contracts for paying assignments. The Governing Body determines their employment, remuneration, or compensation.

Article 23 : Composition of the Governing Body

The Governing Body is composed of at least 3 (three) directors. At all times, the number of directors should be less than the number of effective members.

Only effective members or representatives of an effective member can be appointed as directors. When a legal entity takes up a mandate as a member of the Governing Body, it appoints a natural person as its permanent representative who is charged with carrying out that mandate in the name and on behalf of the legal entity.

Directors are appointed for an indefinite term by the General Assembly by a simple majority of the votes cast. 

The directorship ends on the director's death or incapacity, voluntary resignation by the director or revocation of the directorship by the General Assembly. 

The revocation of the directorship is made by the General Assembly by a simple majority of the votes cast. This decision is taken in a sovereign and discretionary manner, without any obligation to provide reasons.

A Director who voluntarily resigns must notify the Governing Body in writing. The resignation shall take effect immediately, unless the Director holds the position of Chairman, Vice-Chairman, Secretary or Treasurer, or such resignation causes the number of Directors to fall below the minimum laid down in the Articles of Association. In the latter case, the Governing Body must proceed as soon as possible and no later than one month after the resignation, with a call for candidates and the organisation of a General Assembly with, as a compulsory agenda item, the election of a new director to replace the resigning director, who remains in office until then. Where a director holding the position of chairman, vice-chairman, secretary or treasurer resigns, the resignation shall not take effect until the Governing Body has provided for the replacement the position concerned. Retiring directors are eligible for reappointment as directors insofar as they apply for reappointment. 

The position of director is unpaid. 

The decisions of appointment of members of the Governing Body and of their termination of office shall be filed and made public in accordance with the relevant legal provisions.

Article 24 : Operation and liability of the Administrative Authority

The Governing Body takes decisions and exercises its powers as a college. 

The Governing Body shall elect from among its members a chairman, a vice-chairman, a secretary and a treasurer, all appointed for the duration of their term of office and contingent thereon. They are eligible for reappointment and may be removed from office at any time by the Governing Body by 2/3 of all votes. Voluntary resignation from a position may be submitted in writing to the Governing Body at any time. The vice-president should preferably come from a different language community (Flemish, French or German-speaking community) than the president. The President may hold office for a maximum of two consecutive terms of 4 (four) years. In the absence of a newly elected president or vice-president, the respective term of office of the current president or vice-president is extended for a period of one year. 

The Chairman may delegate the chairmanship of the meeting of the Governing Body to the Vice-Chairman on an ad hoc basis. In the event that the Chairman is unable to attend, his/her duties shall be assumed by the Vice-Chairman or by the oldest Director present. 
The mandate of director is personal. If a director is absent, he may be represented by another director. The latter must hold a signed and dated power of attorney. A director can only represent a single other director.

The Governing Body shall be convened at least once every 4 (four) months. The Governing Body shall meet whenever the needs of the association require it and whenever two directors request it.

The invitations shall be sent by the President, the Vice-President, the Secretary or on behalf of one of them by the Executive Board, by letter or by email at least 15 (fifteen) calendar days before the date of the meeting. They shall contain the agenda, date and venue of the meeting. The documents to be discussed in the Governing Body are attached. If, exceptionally, these documents should not be available at the time of the convocation, they must be available for consultation before the meeting of the Governing Body takes place. 

The chairman, vice-chairman or two directors acting together may at any time request a written decision of the Governing Body by ordinary letter or E-mail. The proposal to proceed to a written decision shall only be adopted if all directors have been informed thereof and more than half of the number of directors agree to the proposal to proceed to a written decision. Decisions of the Governing Body may only be taken in writing if all members of the Governing Body have been informed of this procedure and have been invited to vote. Written decisions of the Governing Body can only be taken by unanimous vote of all directors.

Subject to stricter provisions in the Bylaws or in these articles of association, resolutions within the Executive Body shall be validly passed by a simple majority of the votes cast, regardless of the number of directors present and represented, but provided that this number is at least half of the total number of directors. Abstentions are not counted either for the number of votes cast or as positive or negative votes, but are counted for the quorum requirements. In the event of an equality of votes, the vote of the Chairman or the vote of the person replacing him shall be decisive. Each director has one vote.

The Governing Body may meet physically, electronically or in mixed form as long as collegiality is respected. As regards compliance with the conditions regarding attendance and majority, directors participating in the Governing Body meeting in an interactive manner by electronic means are deemed to be present at the place where the meeting is held. If necessary, the notice of the Meeting should contain a clear and precise description of the procedures relating to remote participation. Remote electronic participation must be in accordance with the requirements of the WVV. Remote voting before the Meeting by electronic means is not permitted

The Governing Body may invite any person to its meetings whose presence it deems necessary according to its needs and for consultation only.

When the Governing Body must take a decision or rule on a transaction within its competence, in which a director has a direct or indirect interest of a patrimonial nature that conflicts with the interest of the association, the director concerned must declare this to the other directors before the Governing Body takes a decision. His declaration and explanation of the nature of this conflicting interest shall be included in the minutes of the meeting of the Governing Body that has to take the decision. The Governing Body is not allowed to delegate this decision.

The director with a conflict of interest may not participate in the deliberations of the Governing Body on these decisions or transactions, nor in the vote in that regard. If the majority of the directors present or represented have a conflict of interest, the decision or transaction is submitted to the General Assembly; in case the General Assembly approves the decision or transaction, the Governing Body may implement it. 

This procedure does not apply when the Board's decisions relate to customary transactions that take place under the conditions and against the collateral usually prevailing in the market for similar transactions.

Since the Governing Body constitutes a college, its directors are jointly and severally liable for its decisions or omissions. A director is released from joint and several liability for a particular administrative act if that director has indicated at the meeting of the Governing Body that he or she does not agree with the administrative act in question (before it is stated) and this is recorded in the minutes of the meeting.

The directors are not personally liable for mistakes or damage suffered by the association, except in cases of gross negligence, intentional acts or improper performance of duties. Gross negligence is a serious form of negligence that cannot be justified by unforeseen circumstances or by the circumstance that the director did not have the necessary knowledge or experience. Intentional conduct is acting with the intent to cause damage. Improper performance of duties is a director's failure to comply with legal or statutory obligations.

The directors do not assume any personal obligation in respect of the association's commitments. Directors are liable only for decisions, acts or conduct manifestly outside the range within which normally prudent and diligent directors, placed in the same circumstances, could reasonably differ, and directors' liability is limited to the performance of the mandate entrusted to them. All this, however, without prejudice to the relevant legal provisions.

Article 25 : Minutes of meetings of the Governing Body  

Minutes are kept of the meetings of the Governing Body. 

The minutes of meetings of the Governing Body shall be signed by the chairman or secretary and the directors who request them; copies for third parties shall be signed by one or more members of the Governing Body authorised to represent it.

They are kept, together with the written decisions of the Governing Body, at the registered office where they will be available for inspection by the Full Members on site in accordance with Article 13 of these Articles of Association. 

Article 26 : Gifts 

The Governing Body is authorised to accept, on a provisional or definitive basis, the donations made to the association and to fulfil all the necessary formalities for their acquisition, insofar as their value does not exceed the limit amount obtained after adjusting the amount of €100,000 (one hundred thousand euros) to the evolution of consumer prices in relation to the consumer price index of January 2023.

TITLE V : DELEGATION OF POWERS

Article 27 : Representation of the association

The Governing Body, as a college, represents the association in all acts in and out of court. He represents the association by the majority of its members.

The Governing Body may delegate the powers for certain (legal) acts and tasks under its responsibility to one or more directors or other persons or legal entities, whether members of the association or not, as representatives and, for this purpose, grant ad hoc powers of attorney for well-defined tasks which they may, if necessary, exercise alone or jointly as agents.

The representatives commit the association within the limits of the power of attorney granted to them, the limits of which are enforceable against third parties in accordance with what applies to mandates. By virtue of their mandate, the representatives do not assume any personal obligation with regard to the commitments entered into by the association. This is without prejudice to the provisions of the CPC.

The Governing Body may decide to dismiss the above-mentioned representatives at any time. These representatives may also voluntarily resign from their mandate at any time by submitting a written resignation to the Governing Body.

The deeds relating to the appointment or termination of office of representatives or the (legal) persons in charge of the daily management shall be filed without delay at the Registry of the Commercial Court and published by the Registrar, with extracts in the annexes to the Belgian Official Gazette in accordance with the provisions of the CPC and the relevant implementing decrees.

Without prejudice to the other provisions of these articles of association, in the absence of decisions of the Governing Body stipulating otherwise and which must be published in a deed, the association shall be validly represented, both in and out of court, by two directors acting together, at least one of whom shall be the Chairman or the Vice-Chairman. If necessary, these directors shall not express any decision to this effect or any power of attorney to third parties.

Article 28 : Daily management

The Governing Body may delegate the day-to-day management of the association, with the power of representation belonging to such management and which the Governing Body may specify, if it so wishes, to a governing body consisting of one or more (legal) persons in charge of the day-to-day management. The Governing Body shall choose this person, persons, legal entity or legal entities from among the members of the association, its directors or (legal) entities who are not members and shall also determine the salary, remuneration and fees.

The Governing Body may at any time decide by 2/3 majority to dismiss the above-mentioned (legal) persons in charge of the daily management. Daily Directors may voluntarily resign from their mandate at any time by submitting a written resignation to the Governing Body.

Where a legal entity assumes a mandate of daily director, it appoints a natural person as its permanent representative who is charged with carrying out that mandate in the name of and on behalf of the legal entity. 

If the day-to-day management is entrusted to several (legal) persons, they may each act separately, jointly or as a college in accordance with the relevant provisions drawn up by the Governing Body.

The (legal) persons entrusted with the daily management do not, by virtue of their functions, enter into any personal obligation concerning the commitments entered into by the association. This without prejudice to the provisions of the WVV.

The deeds relating to the appointment or termination of office of the (legal) persons in charge of the daily management shall be filed without delay with the clerk of the commercial court and published by the clerk, with extracts in the annexes to the Belgian Official Gazette in accordance with the provisions of the Code of Civil Procedure and the relevant implementing decrees. These documents must in any case show the extent of the powers and, in the event of several (legal) persons in charge of the daily management, they must be able to bind and represent the association individually, jointly or as a college.

Article 29 : Committees 

The Governing Body may set up special committees, whether in its lap or not, and may or may not delegate to these committees some of its functions such as regional committees, executive committee, audit committee, scientific committees, renumeration committee, strategic committee, programme committees, international cooperation committees, etc-.

The Executive Committee - if appointed - can only consist of members of the Governing Body, supplemented by the delegate(s) to the day-to-day management. The Chairman, Vice-Chairman, Secretary and Treasurer are mandatory members of the Executive Committee.

Non-functional members of the Governing Body may be appointed as members of the Executive Committee for 4 (four) years and are removable at any time by the Governing Body each time by a two-thirds majority of the votes cast. They are eligible for re-election. The activities of that committee will be submitted to the Governing Body. If necessary, the Governing Body shall determine in an "act relating to persons authorised to represent the association" the powers of the members of the Executive Committee, whether they decide jointly or as a college, up to which amounts the Executive Committee is authorised to commit the association, and the duration of this authorisation. In the absence of a valid 'deed regarding persons authorised to represent the association' in relation to the Executive Committee, the Executive Committee is a consultative body without a mandate, without limiting the individual mandates of the directors in office.

Other committees may consist of members of the Governing Body and/or members who are not part of the Governing Body.

Each committee may invite third parties (including experts) to its meetings in the capacity of observers, advisers or others. Such persons shall not have any voting rights within the relevant committee.

For each such committee, the Governing Body will determine special internal regulations applicable only to the committee in question. 

Article 30 Other duties and powers of the Chairman, Treasurer and Secretary

Both the President and the Treasurer have power of attorney over the association's bank accounts and other financial resources. These in turn may jointly grant power of attorney over the bank accounts and other financial resources of the association to the delegate to the Executive Committee or third parties. The President and the Treasurer, may jointly apply for or enter into credits in the name of the association or this may be delegated by the Governing Body to the Executive Board.

The President, in consultation with the Treasurer and any other directors who then jointly form the renumeration committee, determines the amount and method of remuneration of any employees of the association or the framework within which such remuneration is to take place if the authority for determining the amount and method of remuneration of employees has been delegated to the Executive Board. The Treasurer, in consultation with the President, draws up the budget for the working year, keeps the accounts in accordance with the provisions of the WVV and the relevant implementing decrees, manages the funds and informs the Governing Body at each meeting of the Governing Body in relation to the financial state of the association; or must ensure that these matters are done by the delegate(s) to the Executive Board.

The Secretary shall be responsible and empowered to carry out the disclosure formalities required by law, to keep a register of the Full Members at the Association's registered office, and to keep a register of the minutes of General Assemblys and meetings of the Governing Body at the Association's registered office; or shall ensure that these matters are done by the delegate(s) to the Executive Committee.

TITLE VI : MISCELLANEOUS PROVISIONS

Article 31 : Internal regulations

The Governing Body is authorised to draw up Internal Regulations, which shall regulate everything necessary or useful for the conduct of the Association's business. If necessary, the Internal Regulations shall be kept at the registered office of the Association. No provisions may be included in these Internal Regulations that are contrary to these Articles of Association or require an amendment of the Articles of Association according to the FMC. Furthermore, the provisions of the Internal Regulations must not affect the rights of members or relate to the functioning of the General Assembly.

The Governing Body is also authorised to amend the Internal Regulations.  When first drafted and whenever amended, the date of the most recent version of the Internal Regulations must be mentioned in both the Internal Regulations and the Articles of Association. The Governing Body has the power to amend that date in the Statutes (via publication in the Official Gazette), without requiring a decision by the General Assembly.

The date of the most recent version of the Internal Regulations is: not applicable as no Internal Regulations have been prepared as of the date of adoption of these bylaws.

Article 32 : Financial year and accounts

The financial year starts on 1 January and ends on 31 December of each calendar year.

The accounts are kept according to the WVV and its implementing decrees.

At the end of each financial year, the Governing Body closes the accounts for the previous year and prepares the budget for the following year; the accounts and budget are submitted to the General Assembly for approval. After the Governing Body has accounted for the policy in the previous financial year, the General Assembly decides on the discharge of the directors. This is done by separate vote. 

Article 33 : Accounts and budget

The accounts for the past financial year and the budget for the next financial year will be submitted annually and at the latest within six months of the closing date of the financial year by the Governing Body to the Ordinary General Assembly for approval. The accounts and budgets shall be prepared and filed within thirty days of approval by the General Assembly, with the National Bank in accordance with or, where applicable, on file at the Registry of the Corporate Court in accordance with the CRC and the relevant implementing decrees.

Article 34: Availability of accounting documents

The accounting documents are kept at the registered office where all effective members can peruse them, in accordance with Article 13 of these statutes. 

Article 35: Audit of accounts

When the association is legally obliged to do so or when the General Assembly voluntarily decides to do so, a Statutory Auditor, a member of the Institute of Company Auditors, is charged by the General Assembly with auditing the financial situation, the accounts and the regularity, in the light of the law and the articles of association, of the transactions to be recorded in the accounts. It has all inspection rights and powers to perform this task. The Statutory Auditor is appointed by the General Assembly for 3 (three) years and is eligible for reappointment. Unless stipulated otherwise, the Statutory Auditor may be relieved of his/her duties by the General Assembly at any time. The decision of the General Assembly regarding this removal is discretionary and without any obligation to state reasons or possibility of appeal. 

In the absence of the appointment of a Statutory Auditor, the General Assembly at the annual meeting shall elect 2 (two) Mandataries, who shall be jointly responsible for auditing the annual accounts, the bank accounts and the regularity of the transactions in the light of the WVV and the Articles of Association. They have all inspection rights and powers to perform this task. The Mandataries responsible for auditing the annual accounts are appointed by the General Assembly by a simple majority of votes for 1 (one) financial year and may be re-appointed. The Mandataries in charge of auditing the financial statements may or may not be members of the Association but may not be members of the Governing Body. Unless otherwise provided, the Mandataries in charge of auditing the annual accounts may be relieved of their duties by the General Assembly at any time. The decision of the General Assembly regarding this discharge is discretionary and without obligation to provide reasons or possibility of appeal.

Article 36: Dissolution

Except for cases of judicial dissolution and dissolution by operation of law, the General Assembly can only decide to dissolve the association if 2/3 of the effective members are present or represented at the General Assembly and, in addition, a special 4/5 majority of the votes present and represented agree to dissolve the association voluntarily. The proposal to voluntarily dissolve the association must be explicitly mentioned on the agenda of the General Assembly.

If no 2/3 of the effective members are present or represented at the General Assembly, a second General Assembly must be convened which validly deliberates regardless of the number of members present or represented but provided a 4/5 majority is agreed to voluntarily dissolve the association.

In case of voluntary dissolution of the association, the General Assembly, or in its absence the Court, appoints the liquidator(s), determines its (their) powers, determines the terms of liquidation, and designates the destination of the net assets of the association.

This allocation must obligatorily be made in favour of one or more disinterested causes, which pursue a similar aim as the association. If there are several such organisations, the General Assembly, or in its absence the liquidator(s), will make a choice or distribute the net assets as it sees fit. If there are no such disinterested purposes, then the net assets shall be transferred to one or more organisations whose disinterested purpose comes closest to the purpose of the association described above.

All decisions relating to the dissolution, liquidation, appointment and termination of office of the liquidator(s), as well as the allocation of the net assets, shall be filed with the Registry of the Commercial Court and published in the annexes to the Belgian Official Gazette by the Registrar, in accordance with the relevant legal provisions to be implemented and published in accordance with the provisions of Articles 2:109 to 2:149 of the TCC.

Article 37 : Final provision
 

For any point not expressly regulated in the Articles of Association or, as the case may be, the Internal Regulations of the association, the provisions of the Companies and Associations Code (CPC) and its implementing decrees shall apply. The mandatory provisions of the CPC and its implementing decrees shall at all times take precedence over the Articles of Association and, if applicable, the Association's Internal Regulations.