Chapter VII: Miscellaneous Provisions

Art. 36 – Donations

36.1 The treasurer, and in her/his absence, the president, is authorised to accept provisionally or definitively the donations made to the Association and to complete all the formalities necessary for their acquisition.

36.2 Except for manual donations [hand-to-hand gift], any inter vivos transfer of assets to the Association, the value of which exceeds 100 000 euros must be authorized by the Minister of Justice or her/his delegate. The amount may be modified by a royal decree deliberated by the Council of Ministers.

Art. 37 – Financial year

37.1 The financial year begins on January 1st and ends on December 31st.

Art. 38 – Accounts

38.1 The Board of Directors draws up the accounts for the past year in accordance with the provisions of Book 3 of the Code of Companies and Associations as adopted by the law of March 23, 2019, and in Book III, Title 3, Chapter 2 of Code of economic law as amended by the law of April 15, 2018.

38.2 The accounts for the past financial year, accompanied by a report drawn up by the Board of Directors in which it gives an account of its management, and the budget for the following financial year will be annually submitted to the approval of the ordinary general assembly within six months of the closing of the financial year.

38.3 Within thirty days after approval of the annual accounts and no later than seven months after the closing date of the financial year, the annual accounts alongside any other required documents will be filed by the Board of Directors with the National Bank of Belgium or Tribunal de l’Entreprise, depending on the criteria in accordance with the Code of Companies and Associations that determine the size of the Association.

38.4 The accounting documents are kept at the registered office of the Association, where all the full members can consult them, 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.

Art. 39 – Dissolution

39.1 Except for judicial dissolution, only the general assembly can pronounce the dissolution of the Association.

39.2 The general assembly can validly deliberate and rule on the dissolution of the Association only if the proposal for dissolution is indicated precisely in the convocation notice and if at least two-thirds of the members are present or validly represented at the meeting.

39.3 The dissolution 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.

39.4 The dissolution and liquidation procedure must be carried out as prescribed by the articles of the Code of Companies and Associations.

39.5 In the event of the dissolution of the Association, the general assembly appoints (a) liquidator(s), determines her/his/their powers and indicates the allocation to be made of the net assets of the Association.

This allocation must be made in favour of one or more non-profit organisations with similar values and pursuing a goal or purposes similar to the Association.

39.6 All decisions relating to the dissolution, the conditions of the liquidation, the appointment and termination of the functions of the liquidator(s), the closure of the liquidation, as well as the allocation of the net assets, 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.

Art. 40 – Auditors

40.1 In all cases required by law, the general assembly appoints one or more auditors responsible for verifying the accounts of the Association and presenting it [the general assembly] with an annual report.

40.2 They are appointed for a term of one year.

40.3 The outgoing auditors are eligible for re-election.

Art. 41 – Internal regulations and structures

41.1 In addition to the statutes, the Board of Directors may establish internal regulations, whose adoption is governed by the provisions of the statutes of the Association.

41.2 Such internal regulations may not contain provisions:

a. contrary to mandatory legal provisions or the statues; b. relating to matters for which the Code of Companies and Associations requires a provision in the statues; c. concerning the rights of members, the powers of the governing bodies, or the organisation and operation of the general assembly.

41.3 The internal regulations and any amendments thereto are communicated to members in accordance with the rules on modalities of communication specified below.

41.4 The statues makes reference to the latest approved version of the internal regulations. The Board of Directors may amend this reference in the statutes and publish it.

41.5 Any modifications of the internal regulations are made by [a decision of] the Board of Directors, deciding by a simple majority of the votes of the Board Directors present and provided that at least half of the Board Directors are present.

41.6 The Board of Directors may constitute any committees, commissions, advisory bodies and working groups useful for the achievement of the goals or active purposes of the Association. It determines their composition, objectives and modes of operation.

Art. 42 – Modalities of communication

42.1 A member may at any time provide the Association with an email address for the purpose of communicating with it. Any communication to this email address is deemed to have been validly made. The Association may use this address until the member in question provides another email address or indicates their wish to no longer communicate by email.

42.2 The Board Directors and, where applicable, the auditor, may provide an email address at the beginning of their term of office for the purpose of communicating with the Association. Any communication to this email address is deemed to have been validly made. The Association may use this address until the relevant mandate holder provides another email address or indicates their wish to no longer communicate by email.

42.3 If applicable, the email address may be replaced by another equivalent means of communication.

42.4 The Association communicates by ordinary mail, which it sends on the same day as electronic communications, with the members, the Board Directors and, where applicable, the auditors for whom it does not have an email address.

Art. 43 – Final provisions

43.1 All that is not explicitly provided for in these statutes is regulated by the provisions of the Code of Companies and Associations.

OTHER PROVISIONS

The addresses

The Association’s first registered office is located at Avenue Louise 163, at 1050 Brussels, in the judicial district of Brussels.

The Association’s first official email address is convocations@nura.eco.