Chapter V: General Assembly¶
Art. 13 – Composition of the general assembly¶
13.1 The general assembly is composed of all full members of the Association.
Art. 14 – Powers of the general assembly¶
14.1 The general assembly has the powers expressly recognised by law or these statutes.
14.2 A decision of the general assembly is required for:
a. the modification of the statutes;
b. the appointment and dismissal of Board Directors and setting their remuneration in cases where remuneration is allocated to them;
c. the appointment and dismissal of the auditor and fixing her/his remuneration;
d. the admission and the exclusion of a full member;
e. the approval of the annual accounts and the budget;
f. granting discharge [exoneration] to the Board Directors and the auditor, as well as, where applicable, starting legal action by the Association’s against the Board Directors and auditors;
g. making or accepting gratuitous universality contribution [a transfer of the entire assets and liabilities];
h. the transformation of the ASBL into an AISBL or a cooperative society registered as a social enterprise or a cooperative social enterprise;
i. the dissolution of the Association;
j. all other cases where the law or the statutes so require.
Art. 15 – Frequency and summoning period¶
15.1 At least one general assembly should be held each year. An ordinary general assembly must be held within six months of the closing date of the financial year.
15.2 The Association may be convened in a general assembly at any time by decision of the Board of Directors or at the request of at least one-fifth of the full members.
15.3 If applicable, the auditor may convene the general assembly.
15.4 The Board of Directors or, where applicable, the auditor, convenes the general assembly within twenty-one days of the summons request, and the general assembly is held no later than on the fortieth day following this request.
Art. 16 – Method of convening¶
16.1 The general assembly is convened by the Board of Directors at least fifteen days before the assembly by an email sent from the Association’s email address as published in the Belgian National Gazette.
16.2 The convocation is signed by the president or secretary, on behalf of the Board of Directors.
16.3 All members must be convened.
16.4 The convocation notice mentions the day, time and place of the general assembly. Each meeting will be held on the day, time and place mentioned in the convocation notice.
16.5 The agenda is attached to the convocation notice.
16.6 Any proposal signed by at least one-twentieth of the full members must be placed on the agenda.
16.7 A copy of the documents, which must be sent to the general assembly according to the Code of Companies and Associations, are sent without delay and free of charge to the members, Board Directors and auditors who request it.
Art. 17 – Participation and voting rights of members¶
17.1 Each full member has the right to attend the general assembly.
17.2 Each full member has one vote.
17.3 Each full member can be represented at the general assembly by another full member by means of a written proxy.
Each proxy holder cannot hold more than one proxy.
17.4 When the general assembly deliberates on the basis of a report drawn up by the auditor, the auditor participates in the general assembly.
17.5 The General Assembly may invite any person to all or part of its meetings as an observer or consultant.
Art. 18 – Quorum and majority of the general assembly¶
18.1 The general assembly deliberates validly if at least one quarter of the members are present or represented, except in cases where it is decided otherwise by law or these statutes.
18.2 Resolutions are taken by a simple majority of the votes of the members present or validly represented without taking into account abstentions into the numerator or the denominator, except in cases where it is decided otherwise by the law or these statutes.
Art. 19 – Quorum and majority for statutory modifications¶
19.1 The general assembly can validly deliberate and rule on the statutory modifications only if the proposed modifications are indicated precisely in the convocation notice and if at least two-thirds of the members are present or validly represented at the meeting.
19.2 If this latter condition is not met, a second convocation notice will be necessary and the new assembly will deliberate and validly rule regardless of the number of members present or validly represented. The second assembly cannot be held within fifteen days after the first assembly.
19.3 No statutory modification is allowed unless it has obtained two-thirds of the votes of the members present or validly represented, without taking into account abstentions into the numerator or the denominator. However, the modification which relates to the non-profit goal or the active purposes of the Association can only be adopted by a majority of four-fifths of the votes of the members present or validly represented, without taking into account abstentions into the numerator or the denominator.
Art. 20 – The proceedings of the general assembly¶
20.1 The general assembly commences with electing the person who will chair the meeting.
20.2 The Board Directors answer the questions asked by the full members, orally or in writing, before or during the general assembly, and which are linked to the agenda items. They can, in the interest of the Association, refuse to answer questions when the communication of certain data or certain facts may harm the Association or is contrary to the confidentiality clauses contracted by the Association.
The auditor responds to the questions asked by the full members, orally or in writing, before or during the general assembly, and which are linked to the agenda items on which he/she is reporting. He/she may, in the interest of the Association, refuse to answer questions when the communication of certain data or certain facts can harm the Association or is contrary to professional secrecy to which he/she is bound or to the confidentiality clauses contracted by the Association. He/she has the right to speak at the general assembly in connection with [the accomplishment of] her/his mission.
The Board Directors and the auditor may give a grouped answer to various questions relating to the same subject.
20.3 During an ordinary annual general assembly, the Board of Directors presents the financial situation and the budget implementation.
After the approval of the annual accounts, the general assembly decides by a special vote on the discharge [exoneration] of the Board Directors and, if applicable, the auditor.
This discharge [exoneration] is only valid if the annual accounts contain no omission nor false indication concealing the real situation of the Association and, as for the transactions that violate the [Association’s] statutes or the current Code [of Companies and Associations], [the discharge/exoneration is valid only if] they [such violations] have been specially indicated in the convocation notice.
20.4 Except in the cases provided for in the Code of Companies and Associations, which includes the powers of the general assembly listed in these statutes, the general assembly can validly deliberate on points which are not mentioned on the agenda.
Art. 21 – Participation in the general assembly by means of electronic communication¶
21.1 The Board of Directors may provide the possibility for members to participate remotely in the general assembly using means of electronic communication made available by the Association. Regarding compliance with the quorum and majority conditions, members who participate in the general assembly in this way are deemed to be present at the place where the general assembly is held.
21.2 For the purposes of paragraph 1, the Association must be able to verify, through the means of electronic communication used, the status and identity of the member referred to in paragraph 1. Additional conditions may be imposed for the use of the means of electronic communication, with the sole objective of ensuring the security of the means of electronic communication.
21.3 For the purposes of paragraph 1, and without prejudice to any restriction imposed by or under the law, the means of electronic communication must at least allow the members referred to in paragraph 1 to become aware in a direct, simultaneous and continuous manner, of discussions within the general assembly and to exercise their right to vote on all points on which the general assembly is called to decide.
21.4 The means of electronic communication must also allow the members referred to in paragraph 1 to participate in the deliberations and ask questions, unless the Board of Directors provides in the convocation notice of the general assembly the reason for which the Association does not have such means of electronic communication.
21.5 The convocation notice to the general assembly must contain a clear and precise description of the procedures relating to remote participation. If the Association publishes its website address (URL) in the Belgian National Gazette, these procedures must also be made accessible on the Association’s website to those who have the right to participate in the general assembly.
21.6 The minutes of the general assembly mention any technical problems and incidents that prevented or disrupted participation by the means of electronic communication in the general assembly or in the voting.
21.7 The bureau of the general assembly, composed of at least two Board members, including the president or the Board Director who replaces her/him, cannot participate in the general assembly using the means of electronic communication.
Art. 22 – Records of decisions of the general assembly¶
22.1 The decisions of the general assembly are recorded in a register of minutes and signed by the president and the Board Directors who wish to do so.
22.2 This register is kept at the registered office where the full members can consult it, without moving the register, after a written request to the Board of Directors, with whom the member must agree on the date and time of the consultation.
22.3 Third parties have the possibility to consult the minutes in duly justified cases, after a written request to the Board of Directors.
22.4 The decisions relating to statutory changes, the appointment and dismissal of Board Directors, delegates for day-to-day management and auditors as well as the dissolution or transformation of the Association must be filed with the competent Tribunal de l’Entreprise to be published in the Belgian National Gazette within thirty days from the date of the conclusion of the deed.