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Statutes

Article 1: Name and Seat of the Association

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

ECCO has its seat and headquarters located at Avenue E. Mounier 83, 1200 Brussels, Belgium, in the Brussels Capital Region and in the judicial district of Brussels. 

ECCO’s seat may be transferred to any other location in Belgium by decision of the Board of Directors. Every decision of transfer shall be published within one month in the Annexes of the Official Journal (Moniteur Belge).

 

Article 2: Goals and Objectives of the Association

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

  • Uphold the right of all European cancer patients to the best possible treatment and care;
  • Promote interaction between all organisations involved in cancer research, education, treatment and care at the European level, and
  • Provide financial and other support to organizations involved in cancer research, education, treatment and care at the European level.

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

  • Creating awareness of patients’ needs and wishes;
  • Encouraging progressive thinking in cancer policy, training and education; and
  • Promoting European cancer research through the organisation of international multidisciplinary meetings.

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

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

 

Article 3: Voting Membership

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

ECCO shall have two (2) categories of voting membership: Founding Members and Full Members (hereafter collectively referred to as the “Voting Members”).

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

  • is a resident or has its registered office in a country in Europe;
  • supports the goals and objectives of the Association,
  • promises to adhere to these Statutes and the decisions of the Board of Directors, including with respect to the benefits and responsibilities of members,
  • has been approved by the Board of Directors in accordance with the rules stated below in Article 10, and
  • meets the conditions for one of the categories of voting membership described below in Articles 4 and 5.

 

Article 4: Founding members

All legal entities that appeared or were represented at the signing of the founding Statutes of the Association are eligible for admission as a “Founding Member”.  The following organisations are hereby eligible for admission as a Founding Member: 

  • European Association for Cancer Research (EACR)
  • European Oncology Nursing Society (EONS)
  • European Society for Medical Oncology (ESMO)
  • European Society of Surgical Oncology - Société Européenne d’Oncologie Chirurgicale (ESSO)
  • European Society for Therapeutic Radiology and Oncology (ESTRO)
  • SIOP Europe NPA  (SIOPE)

 

Article 5: Full members

Membership as a “Full Member” shall be opento those European organizations that meet the following criteria:

  • represent the interests of healthcare professionals in more than one European country, and
  • have an exclusive or significant interest in oncology.

 

Article 6: Advisory Members

There shall be one (1) category of membership that is eligible for non-voting rights:  Advisory Members. 

Advisory Members shall be defined as any legal entity, Belgian or foreign, that fulfills the following conditions: 

  • supports the goals and objectives of the Association,
  • is active in areas relevant to the goals and objectives of ECCO, and
  • wishes to help, and where relevant, contribute in some capacity (financially and/or in-kind) to the Association’s pursuit of its goals and objectives;

 

Article 7: Other Categories of Non-voting Membership

The General Assembly may at any time decide to create additional categories of non-voting membership of the Association in accordance with the Internal Rules of the Association by a simple majority vote.  The Board of Directors may decide to allow natural persons and legal entities to be eligible for admission as non-voting members in accordance with the Internal Rules of the Association.  In the event such categories are created, the General Assembly shall specify in the minutes of the meeting the privileges and duties of such membership and the admission criteria.

If established pursuant to this Article of the Statutes, the Association’s non-voting membership shall be open to any natural person or legal entity that fulfils the following conditions:

  • meets the admission criteria established by the Board of Directors,
  • supports the goals and objectives of the Association, and
  • wishes to help the Association pursue its goals and objectives. 

 

Article 8: Representation of Members

Each Member of the Association that is a legal entity shall designate one person as its representative and a second person as an alternate representative to act in the representative’s absence for a period of two (2) years.  A representative’s term may be renewed up to a total of six (6) consecutive years.  The representative or the alternate representative shall act on behalf of the member organization in connection with the Association’s matters. The representative and the alternate representative shall at all times be either a member or a Board member of the member organization which they are representing.  Each Member of the Association that is a legal entity shall be entitled to replace said representative or alternate representative in accordance with the Internal Rules of the Association.

 

Article 9: References and Definitions

The term “Voting Member” shall be used in these Statutes to refer to all Founding Members and Full Members.  The term “Non-Voting Member” shall be used in these Statutes to refer to all natural persons or legal entities admitted to a category of non-voting membership created in accordance with Articles 6 and 7 of these Statutes.   Where “Member” is used in these Statutes without reference to the Member’s voting or non-voting status, such term shall refer to both Voting Members and Non-Voting Members.

 

Article 10: Admission of New Members

Applications for admission for membership shall be submitted to a Membership Committee representative of the existing membership, composed in accordance with the Internal Rules of the Association.

The Board of Directors shall decide on the admission of new members following recommendations made by the Membership Committee.

 

Article 11: Membership Duties and Dues

Members shall be expected to contribute to the success of the Association in many ways, including but not limited to the following:

  • by encouraging appropriate individuals within their organisations to participate in the work and decision-making process of the Association;
  • by organising their annual meetings in conjunction with, where possible, the Association’s premiere event, i.e., the bi-annual ECCO Congress, and
  • by helping to promote the bi-annual ECCO Congress and other events organised by the Association among their members and through their communications channels.

Members shall be expected to renew their commitment to the Association on a bi-annual basis to allow the Association to plan accordingly for its next ECCO Congress. 

The Board of Directors may require Members to pay membership dues to the Association.  If the Board of Directors decides to require membership dues, it shall determine the amount of such dues in accordance with the Internal Rules of the Association, and such amount shall be payable on a bi-annual basis and due on the 1st of January following an ECCO Congress.  In determining the amount of the dues, the Board of Directors may take into account any criteria that it deems reasonable and appropriate and in application of such criteria may impose a different level of fees for different categories of membership. The Board of Directors may decide to waive part or all of a Member’s membership dues.

Any Member who fails to pay the bi-annual membership dues after she, he, or it receives due notice from the Association shall be deemed to have resigned as a member pursuant to Article 12 of these Statutes.

 

Article 12: Resignation and Termination of Membership

Membership shall be terminated:

  • upon a Member’s resignation, to become effective on the 1st of January following the receipt of notice, provided that the Member in question gives at least four (4) months’ written notice sent to the President of the Board of Directors (at the Association’s headquarters) before the end of a calendar year during which a bi-annual ECCO Congress is held; otherwise the resignation shall become effective on the 1st of January of the year following the next bi-annual Congress ;
  • immediately upon a Member’s failure to meet any of the first three conditions laid down in Article 3 of these Statutes; and
  • after a decision taken by the General Assembly by a three-fourths (3/4) majority vote on the basis of:
    • a Member’s conduct that is deemed by the General Assembly, in its sole discretion, to be capable of causing prejudice to the Association’s reputation and good standing, or
    • a Member’s failure to comply with these Statutes or a decision of the Board of Directors or of the General Assembly.

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

 

Article 13: Rights of Members

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

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

 

General Assembly

 

Article 14: Composition and Voting Rights

The General Assembly shall be the highest governing body of ECCO and shall consist of arepresentative of each Voting Member. 

All Voting Members that have paid all amounts owing to the Association, including membership dues, may vote in meetings of the General Assembly.  Each Voting Member shall have one vote. 

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

 

Article 15: Powers of the General Assembly

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

  1. elect and dismiss those members of the Board of Directors that are to be elected by the General Assembly under Article 18 of these Statutes (i.e., not the members of the Board of Directors appointed as of right under Article 18 of these Statutes by their respective member organisation),
  2. dismiss Members,
  3. approve the report presented jointly by the President and the Chief Executive Officer on the management of ECCO, including the management of the Association’s headquarters, and structural and activity reports,
  4. approve the annual financial statement presented by the Treasurer and the activity reports, budgets and accounts,
  5. amend the Statutes,
  6. dissolve and liquidate ECCO,
  7. appoint and remove auditors, if any,
  8. determine the amount of remuneration, if any, to be paid to members of the Board of Directors or the auditors,
  9. discharge the members of the Board of Directors and/or the auditors from liability, and
  10. approve the vision, mission and definition of values of the Association.

 

Article 16: General Assembly’s Function

The General Assembly shall meet at least once a year, at any place, in Belgium or abroad, indicated in the notice of the meeting signed by the President, or in his or her name, and sent at least fifteen (15) days prior to the date set for the meeting.  The ordinary meeting of the General Assembly shall coincide every second year with the ECCO Congress. 

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

An extraordinary meeting of the General Assembly may also be convened:

  1. by the President of the Association whenever the interests of the Association so require,
  2. following a resolution of the Board of Directors, or
  3. upon written request of one-fifth (1/5) of the Members, together with a summary of the business for which the meeting is to be called in the form of a resolution for debate. 

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

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

 

Article 17: Voting Rights and Quorum

Except as otherwise mentioned in these Statutes, all decisions of the General Assembly shall be adopted by a simple majority of the total number of votes cast, on condition that at least one-third (1/3) of the Voting Members are present at the time of decision.  Abstentions shall be counted as a vote not given.  In case of a tie vote, the person presiding over the meeting shall have the deciding vote.   

In the event that the above quorum requirement is not met, a second meeting of the General Assembly may be convened under the same conditions as mentioned above and with the same agenda, at which the General Assembly shall decide validly irrespective of the number of Members present at the meeting. 

Except as otherwise provided in these Statutes, no member may give a proxy to another member to represent it at a meeting of the General Assembly.  Notwithstanding, whenever a meeting must, according to Belgian law, be held in Belgium in front of a notary, there shall be no limit on the number of proxies that a Member may carry on behalf of other Members.  In such cases, all proxy instruments shall be presented to the person presiding over the meeting before the opening of the meeting.

 

Board of Directors

 

Article 18: Composition of the Board of Directors

ECCO shall be governed by a Board of Directors composed of one representative from each Founding Member wishing to be represented on the Board of Directors as well as up to a maximum of seven (7) individuals elected by the General Assembly in accordance with the Internal Rules of the Association.  A Founding Member’s representative on the Board of Directors may but need not be the same person as its representative to the General Assembly and Council, designated in accordance with Article 8 of these Statutes. 

Before each election the General Assembly shall decide on the number of additional individuals to appoint to the Board of Directors. 

A Nominations Committee established in accordance with the Internal Rules of the Association shall oversee the nominations and election process to ensure that such process is fair, objective and transparent.  The composition and powers of the Nominations Committee shall be determined in the Internal Rules of the Association. 

To be eligible to serve on the Board of Directors, an individual must be a member of and have the support of a Member organisation

 

Article 19: Powers of the Board of Directors

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

  1. electing the Officers of the Association as well as the members of the Executive Committee
  2. organising  the ECCO congresses, including but not limited to approving the site for the congress and electing the Chairman of the Scientific Programme Committee.
  3. approving the report to be presented to the General Assembly by the Chief Executive Officer on the management of ECCO, including the management of the Staff of the Association, and structural and activity reports.
  4. appointing and removing the Chief Executive Officer and delegating to such Chief Executive Officer and to one or several third parties, who need not be a member of the Board of Directors, certain powers for limited specified purposes
  5. borrowing money, subject to such constraints as may be required by the law, in order that ECCO might pursue its stated goals and objectives.

 

Article 20: Notice of Meetings of the Board of Directors

The Board of Directors shall meet at least once a year, either at the Association’s registered office, or at any other place indicated in the notice of the meeting signed by the President, or in his or her name, and sent at least two (2) weeks prior to the date set for the meeting.  Notice may be sent by any written means of communication, including but not limited to electronic mail, facsimile, and postal mail, and shall be considered sent on the day it is transmitted by the sender.

An extraordinary meeting of the Board of Directors may also be convened by notice sent by the President in the same manner as described in the preceding paragraph whenever the interests of the Association so require or upon written request of at least three (3) members of the Board of Directors containing a draft resolution to be debated.

In case of urgency, extraordinary meetings of the Board of Directors need not be in person and may be held in a manner stated in the notice of the meeting, including by telephone, video conference, postal mail, electronic mail or facsimile, provided that at least one (1) week’s notice is provided to all members of the Board of Directors, together with an agenda and sufficient information to make a decision on the points listed on the agenda.  If an extraordinary meeting is to be held through written communication without an opportunity for oral debates, the notice of the meeting shall contain the reasons for holding the meeting in such manner.  All resolutions adopted at an extraordinary meeting held in such a manner without the physical presence of the members will be subject to the ratification of the Board of Directors at its next meeting held in the Board of Directors members’ physical presence.

 

Article 21: Resolutions and quorum of the Board of Directors

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

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

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

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

 

Article 22: Terms of office of the Board of Directors

The Association shall organize a Congress every two (2) years.  Elections of Board members shall occur at the ordinary meeting every second year that coincides with the ECCO Congress. 

Except as stated otherwise in Article 23 with respect to the President-Elect and the Chief Executive Officer, all Board members, whether elected by the General Assembly or appointed by their member organisation, shall serve for a term of two (2) years, beginning on the first of January following the meeting at which they are elected, and may be re-elected for one additional term of two (2) years. 

 

Article 23: Officers

The Board of Directors shall have the following Officers:  a President-Elect, a President, a Treasurer and a Chief Executive Officer.  These Officers shall serve both for the Board of Directors and for the General Assembly and shall be considered the Officers of the Association. The Board of Directors may create such other positions, as it deems necessary and appropriate. 

The Board shall fill all positions of Officers, except that of the Chief Executive Officer, by and among its members.

Unless otherwise expressly provided at the time of selection or election or as provided in the next two paragraphs of this Article 23 of the Statutes, each Officer shall serve a term of two (2) years, coinciding with her or his term on the Board of Directors.

In accordance with the procedures set out in the Internal Rules of the Association, the Board of Directors shall elect the President-Elect, who shall serve in such capacity for a term of two (2) years before automatically becoming the President of the Board and serving in such capacity for a subsequent term of two (2) years.  When a person is elected to serve as the President-Elect, she or he is automatically deemed to be elected as a member of the Board of Directors for two terms of two (2) years, notwithstanding the limits stated in Article 23 of these Statutes.

Notwithstanding the preceding, the Board of Directors shall determine the term of service of the Chief Executive Officer at the time of his or her selection.  Such term of service may be longer or shorter than the limits mentioned in this Article.   

The Officers shall have such duties as those assigned to them in these Statutes, in the Internal Rules of the Association, or as described from time to time by the Board in a resolution.

 

Article 24: Conflict of Interests

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

In the event that a matter requiring action involves a conflict of interest for one or more members of the Board of Directors present or represented at the meeting at which such matter is to be debated, that member shall be required to declare that interest to the President of the Board of Directors (or person chairing the meeting). Such declaration shall be recorded in the minutes of the meeting.

Where a conflict of interest has been declared under this Article, the member or members of the Board of Directors in question shall refrain from participating in the debate or vote on the matter in question, and shall absent herself, himself or themselves temporarily from the meeting while the matter is deliberated, unless otherwise authorised by the President of the Board of Directors (or person chairing the meeting).

 

Article 25: Committees

The Board of Directors may designate one or more standing or special committees to have and exercise the power and authority specified by the Board of Directors and permitted by law.  Standing or special committees will not infringe on the powers of the General Assembly or the Board of Directors.   The Board of Directors may, in its sole discretion, invite any number of staff persons, or members of the General Assembly or the public to participate in any of the standing or special committees established pursuant to this Article.

 

Article 26: Representation and Required Signatures

In accordance with Article 32 of these Statutes, the Chief Executive Officer shall have the power to manage the daily affairs and business of the Association as well as to represent the Association as needed in order to implement such daily management powers. 

Any transaction outside the scope of daily management that binds the Association shall, subject to any monetary limits set by the Board of Directors in the Internal Rules of the Association, be signed by the President, Treasurer, or the Chief Executive Officer, acting alone below limits defined in the Internal Rules and jointly above the said limits, or by any other person or persons receiving a delegation of powers in accordance with Article 19 (4) of these Statutes, as confirmed in a resolution of the Board of Directors signed in accordance with Article 21 above. The preceding persons need not offer proof of their authority to third parties

 

Article 27: Legal Actions

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

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

 

 

The Executive Committee

 

Article 28: Members of the Executive Committee

The Executive Committee shall be composed of all the Officers appointed by the Board in accordance with Article 23 of these Statutes as well as any other Board members appointed for this purpose by the Board of Directors. 

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

 

Article 29: Powers of the Executive Committee

The Board of Directors shall delegate to the Executive Committee the authority to take decisions concerning urgent matters not involving the Association's policies that cannot wait to be handled by the full Board of Directors and/or decisions implementing resolutions adopted by the full Board of Directors.

 

Article 30:  Resolutions and Quorum of the Executive Committee

All decisions of the Executive Committee shall be adopted by a simple majority of the votes, on condition that at least one-half (1/2) of its voting members are present.

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

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

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

 

Article 31: Terms of Office of the Executive Committee

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

 

The General Management

 

Article 32: Chief Executive Officer

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

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

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

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

 

Council

 

Article 33: Composition and Role of the Council

The Association will be advised by a Council consisting of representatives of all Voting Members and Non-Voting Members of the Association. 

The Council shall have a consultative role within the Association by providing input and recommendations on issues relating to the goals and objectives of the Association.  The Council may act on its own initiative or upon request by either the General Assembly or the Board of Directors.

 

Article 34: Council‘s Functioning

The Council shall meet at least once a year, at any place, in Belgium or abroad, indicated in the notice of the meeting signed by the President, or in his or her name, and sent at least fifteen (15) days prior to the date set for the meeting.  The notice of the meeting shall include an agenda of items to be discussed at the meeting.  Notice may be sent by any written means of communication, including but not limited to electronic mail, facsimile, and postal mail, and shall be considered sent on the day it is transmitted by the sender.

The minutes of the Council shall be made by the Staff of the Association and circulated for approval to the President who will sign them before circulation to the members of the Council.

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

 

Financial Provisions

 

Article 35: Budget and Accounts

The fiscal year of ECCO shall be closed on 31 December.

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

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

Approval of the accounts by the General Assembly shall discharge the Board members from liability for all acts set out in the annual financial documents.

No part of such assets, income, profits or net earnings of the Association shall inure to the benefit of any officer, employee, agent, trustee, director or other person except as reasonable compensation for services rendered to the Association in relation to its purpose.

 

Amendment of Statutes and Dissolution

 

Article 36: Amendments of the Statutes

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

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

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

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

 

Article 37: Dissolution

Except as otherwise stated in these Statutes, the General Assembly shall determine the conditions and procedure for dissolving and winding up the Association.  Notwithstanding, the decision on how to distribute the Association’s assets remaining after dissolution shall be made by a majority of the Founding Members present at the meeting at which such decision is taken.

All funds of the Association shall be dedicated to its goals and objectives, as described in Article 2 of these Statutes.  In the event of dissolution, the Association's assets remaining after dissolution shall be disposed of exclusively to or for the benefit of one or more  organisations established and operated exclusively for purposes similar to those of the Association as the beneficiary.  Nothing in this provision shall prevent the funds from being distributed to one or more Founding Members if they qualify under the conditions stated in the preceding sentence.

 

General Provisions

 

Article 38: Official Language

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

 

Article 39: Internal Rules

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

 

Article 40: General clauses

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

 

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