Chapter VI: Board of Directors

Art. 23 – Composition of the Board of Directors

23.1 The Board of Directors comprises five natural persons, elected by the general assembly from among the full members of the Association for a term of three years and at any time revocable by it.

23.2 If and as long as the Association has less than three members, the Board of Directors can be made up of two Directors.

23.3 Any Board Director is free to resign by sending a resignation in writing to the Board of Directors.

23.4 The dismissal of Board Directors can only be pronounced by the general assembly deciding by a simple majority of the votes of the members present or validly represented, if at least one quarter of the members are present or represented.

23.5 Board Directors may serve no more than two consecutive terms. Upon completion of two consecutive terms, a Director shall be ineligible for re-election until a break in service of at least one term has occurred. After this break, they shall again be eligible [for re-election].

23.6 Until the general assembly provides for the replacement of the Board of Directors at the end of the Board Directors’ mandate, they remain in office pending a decision of the general assembly.

Art. 24 – Functions in the Board of Directors

24.1 The internal functions within the Board of Directors are the following:

  • a president, a treasurer and a secretary.

The remaining Board Directors hold the function of an ordinary Board Director.

24.2 If the president is unable to act, her/his duties are assumed by the secretary.

24.3 The Board of Directors appoints the functions from among its members at the first Board meeting that follows its election.

24.4 A single Board Director cannot be appointed to several functions.

24.5 The appointment of the functions can be changed during the mandate of the Board.

Art. 25 – Vacancy in the Board of Directors

25.1 In the event of a vacancy during a term, a provisional Board Director may be co-opted by the Board of Directors.

25.2 The first general assembly which follows must confirm the mandate of the co-opted Board Director. In case of confirmation, the co-opted Board Director completes the mandate of her/his predecessor, unless the general assembly decides otherwise.

25.3 If there is no confirmation, the term of the co-opted Board Director ends at the end of the general assembly, without prejudice to the regularity of the composition of the Board of Directors until this moment.

Art. 26 – Powers of the Board of Directors

26.1 The Association is managed by a Board of Directors. The Board of Directors has the most extensive powers for the administration and management of the Association.

26.2 The Board of Directors has the power to perform all deeds necessary or useful for the achievement of the goals or active purposes of the Association, except for those that the law reserves for the general assembly.

26.3 By law, any restriction on the powers of the Board of Directors, as well as the division of tasks between the Directors, are unenforceable against third parties, even if they are published in the Belgian National Gazette.

26.4 The Association is bound by the deeds concluded by the Board of Directors, by the delegates for day-to-day management and by the Board Directors who have the power to represent it, even if these commitments exceed its active purpose unless if the Association proves that the third party was aware of this fact or could not ignore it, given the circumstances, although the mere publication of the statutes [in the Belgian National Gazette] is not sufficient to constitute such proof.

Art. 28 – Frequency of meetings and convocations

28.1 The Board of Directors meets when convened by the president or the secretary whenever the needs of the Association so require and whenever one of the Board Directors requests it.

28.2 The convening notices are sent by an email from the Association’s email address published in the Belgian National Gazette.

28.3 The Board of Directors may invite any person to all or part of the Board meeting as an observer or a consultant.

Art. 29 – Majority and voting of the Board of Directors

29.1 The Board of Directors forms a college [a group that shares responsibility] and can only decide if at least half of the Board Directors are present.

29.2 Each Board Director has one vote.

29.3 The decisions of the Board of Directors are taken by a simple majority of the votes of the Board Directors present, without taking into account abstentions into the numerator or the denominator.

Art. 30 – Records of decisions of the Board of Directors

30.1 The minutes of the meetings of the administrative body are signed by the president and the Board Directors who wish to do so; the copies to be delivered to third parties are signed by one or more members of the Board of Directors with the power of representation.

30.2 The decisions of the Board of Directors are filed in a register of minutes.

30.3 This register is kept at the registered office where the full members can consult it, without moving the register, upon a simple written request addressed to the Board of Directors.

Art. 31 – Board meetings via means of electronic communication

31.1 The meetings of the Board of Directors can be held using means of electronic communication, such as telephone or video conferencing.

31.2 The means of electronic communication are provided by the Association.

31.3 The decisions taken by the Board of Directors via means of electronic communication are valid providing the means of electronic communication provided permit collective deliberation and that the principle of collegiality [shared responsibility] - which requires interaction and debate – is respected. The means of electronic communication must allow each Board Director, in a direct, simultaneous and continuous manner, to participate in discussions during the meeting and to exercise her/his right to vote on all points on which the Board of Directors is called to decide.

31.4 The convocation notice to the meeting of the Board of Directors must contain a clear and precise description of the procedures relating to participation via means of electronic communication.

31.5 The minutes of the meeting of the Board of Directors held via means of electronic communication mention any technical problem or incident.

31.6 Following the meeting of the Board of Directors via means of electronic communication, each Board Director who participated in the meeting receives, within 3 working days following the meeting, an email with draft minutes of the meeting, which outlines the deliberations and voting results.

Each Board Director who participated in the meeting has the right to contest within 3 working days following the day of sending the draft minutes any decision taken in the meeting, due to any technical problem or incident he/she experienced during the meeting that led to a misunderstanding or erroneous voting on her/his part.

Any decision contested by any Board Director is annulled and deliberation on this decision is adjourned to the next meeting of the Board of Directors, without prejudice to the regularity of any other decisions taken in that meeting.

Decisions must be contested in writing and no proof of technical problem or incident needs to be provided.

Art. 32 – Decision-making in writing

32.1 The Board of Directors can take decisions in writing, provided that the Board Directors are unanimous.

32.2 The president or the secretary, or the delegate for day-to-day management acting on their behalf, must send a written communication to the Board Directors, which provides all the necessary information to take the decision and specifies the procedure of voting, the start and end dates and times of the vote and the address or destination to which votes should be sent.

32.3 The results of each vote are communicated to the Board Directors with the same means of written communication as the written communication opening the vote, not later than thirty days following the closing of the vote.

32.4 The decisions taken via this modality are kept in the register of minutes alongside the minutes of the meetings of the Board of Directors.

Art. 33 – Conflict of interest

33.1 A Board Director who, in the context of a decision to be made, has a direct or indirect interest of economic or ethical nature, which is opposed to that of the Association, must inform the other Board Directors before the Board of Directors takes a decision. Her/his declaration and her/his explanations on the nature of this conflicting interest must appear in the minutes of the meeting of the Board of Directors during which this decision is taken. The Board of Directors is not allowed to delegate this decision.

33.2 The Board Director with a conflict of interest referred to in the preceding paragraph may not take part in the deliberations of the Board of Directors concerning these decisions or operations, nor take part in the vote on this point. When all the Board Directors have a conflict of interest, the decision or transaction is submitted to the general assembly. If the general assembly approves the decision or transaction, the Board of Directors can execute it.

33.3 This article is not applicable when the decisions of the Board of Directors concern customary transactions entered into under conditions and with guarantees that are normal for the market for transactions of the same nature.

Art. 34 – Responsibility of the Board Directors

34.1 The Board Directors are liable for faults committed in the carrying out of their mandate. Beyond that, they do not incur any personal obligation in relation to the commitments of the Association.

Art. 35 – Day-to-day management

35.1 The Board of Directors may delegate day-to-day management of the Association, with the use of the signature relating to this management, to one or more persons selected from within or outside of the Board.

35.2 Day-to-day management includes both deeds and decisions which do not surpass the needs of the daily life of the Association as well as deeds and decisions which do not justify the intervention of the Board of Directors, either because of the minor interest they represent, or because of their urgent nature.

The Board of Directors may limit these powers.

35.3 The Board of Directors determines the length of the mandate of the person(s) delegated for day-to-day management. It may revoke any of the mandates at any time.

35.4 In case day-to-day management of the Association is delegated to more than one person, the Board of Directors must specify in its decision if any delegate alone validly signs the deeds on behalf of the Association or if joint or collegial signature is required.

35.5 Regarding this management, the delegate(s) for day-to-day management may grant special powers of attorney to any proxy.

35.6 The Board of Directors which appointed the day-to-day management body is responsible for monitoring it.

35.7 On a regular basis, and whenever the Board of Directors so requires, an activity report must be made by the person(s) delegated for day-to-day management.

35.8 The function of the delegate for day-to-day management may be remunerated. In such a case, the Board of Directors will set the amount of compensation that will be granted. This remuneration will be charged to general expenses, irrespective of any representation, travel and transport expenses.

35.9 The deeds relating to the appointment or termination of the functions of the persons delegated for day-to-day management 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.