ARTICLES OF ASSOCIATION
Article 1. The association
Art. 1, first paragraph, Legal form
The association is established as an entity with legal personality, more specifically as a non-profit association (hereinafter referred to as “vzw”) by virtue of the law of 27 June 1921 on non-profit associations and foundations, published in the Belgian Official Gazette of July 1, 1921 valid today, including legislative amendments to be taken (hereinafter referred to as “non-profit organization law”).
Art. 1, second paragraph, Name
The non-profit organization’s name: “International Society for Infectious Diseases in Obstetrics and Gynaecology”, short “ISIDOG”.
This name must appear in those deeds, invoices, announcements, announcements, letters, orders and other documents issued by the association, immediately preceded or followed by the words “non-profit association” or by the abbreviation “vzw”, with precise mention of the registered office address.
Art 1, third paragraph. Seat
Art. 1, fourth paragraph. Duration
The non-profit organization has been established for an indefinite period.
Article 2. Purposes and Activities
Art. 2, first paragraph. Purposes
The association’s mission to Joel is to promote knowledge transfer, scientific research and data exchange regarding the cause, prevention, diagnosis, and treatment of infections in the field of obstetrics and gynecology, and of other disorders of the lower genital tract. This will be done in an atmosphere of friendship, and cooperation between clinicians, scientists and all those who are involved in caring for women with the aforementioned problems, and this across national borders.
Art. 2, second paragraph. Activities
The concrete activities with which the objectives of the non-profit organization are achieved include: mew; organizing scientific conferences, actively cooperating in the organization of other existing public or private organizations that are active in the field of training or research of gynecological obstetric infections and related genital problems, drawing up guidelines and advice, disseminating of knowledge to professionals as well as to patients or laymen, the international organization of working groups that study certain themes, the collaboration with companies or authorities that investigate or test new diagnostics, preventives or treatments, the representation of our opinion and scientific insights in scientific councils and committees that make decisions on huger discussed matters, organize workshops and all other activities that promote women’s sexual health.
In addition, the non-profit organization can develop all activities that directly or indirectly contribute to the realization of the aforementioned idle non-profitable objectives, including additional commercial and profitable activities within the limits of what is legally permitted and the proceeds of which will at all times be fully allocated. for the achievement of idle non-profit objectives.
The non-profit association can also cooperate without limitation with, grant loans to, participate in the capital of, or in any way take direct or indirect interests in other legal entities, associations and companies of a private or public nature, under Belgian or foreign law.
Article 3. Membership
Art. 3, Section 1. Working Members
There are at least three working members with all rights as described for members in the non-profit organization law.
In addition, any natural and/or legal person and/or organization that supports the objectives of the non-profit organization can apply as a working member.
The candidate members address their candidacy to the chairman of the board of directors.
The board of directors will decide on the acceptance of the candidate as a full member at its next meeting. At least three members of the board must be present or represented at this meeting. The decision is taken by a simple majority of the votes of the members of the Board present and represented.
The Board of Directors may decide, at its discretion and without further motivation, that a candidate will not be accepted as a full member.
Working members have all rights and obligations described in the non-profit law and these articles of association. They pay a membership fee that will be determined every two years by the general meeting and will amount to a maximum of 90.00 euros for individual paying members and 55.00 euros for paying legal entities or organizations. This sum can be adjusted after consultation and approval of the majority of the board of directors.
Art. 3, Section 2. Associated Members
Any natural person, legal entity or organization that supports the objectives of the non-profit organization can submit a written application to the non-profit organization to become a member.
The Board of Directors decides at its discretion and without further motivation whether or not a candidate is accepted as an acceding member.
Associated members have only the rights and obligations described in these statutes.
Associated members have no voting rights in the general meeting.
Art. 3, Section 3. Disengagement
Working members can resign as a member at any time by sending a written notification by registered letter to the secretary of the board. The resignation will take effect on the first day of the month following the month in which this letter was sent.
Joined members can resign at any time by written notification by e-mail and/or by ordinary letter and/or by registered letter. The resignation takes effect on the date of posting.
However, a resigning working or acceding member will we! be obliged to pay the membership fee in full and to participate in the costs approved for the year in which the resignation is submitted.
Art. 3, Section 4. Suspension of Working Members
The membership, including the right to vote, of working members who do not pay their membership fee for the current year within the term set by the general meeting, will be suspended after a first written demand for regularization from the first day of the month following the month of sending the reminder.
Current members who fail to pay their membership fee after the regularization period may be deemed to have resigned
Art. 3, Section 5. Exclusion
A full member can be excluded at any time, at the proposal of the board or at the request of at least 1/5 of all full members, by a special resolution of the general meeting, at which at least half of all full members are present or represented. and the decision requires a two-thirds majority of the votes of the working members present or represented. Invalid votes and abstentions are counted as negative votes.
The exclusion is scheduled with the mere mention of the maim. The working member whose membership is proposed to be terminated is informed of the reasons for exclusion by the vomiter of the board of directors. The member has the right to be heard at the general meeting and may be assisted by a lawyer.
Joined members who act contrary to the objectives of the association can be excluded from membership by unilateral decision of the board of directors.
Art, 3, Section 6. Rights
No member can assert or exercise any claim to the assets of the non-profit organization on the basis of the sole capacity of the member.
This exclusion of rights to active applies at all times: during membership, upon termination of membership for whatever reason, upon dissolution of the association, etc.
Article 4. The general meeting
Art. 4, Section 1. The General Assembly
Art. 4, Section 2. Observers
Observers may attend the general meeting and, with the permission of the vomiter, may address the general meeting.
Art. 4, Section 3. Legal rights
The following exclusive rights can only be exercised by the general meeting:
The amendment of the articles of association;
The appointment and removal of directors;
The appointment and removal of the statutory auditor and the determination of his remuneration;
The discharge of the directors and the auditors;
The approval of the budget and the account;
The dissolution of the association;
The exclusion of a member;
The conversion of the association into a company with a social purpose;
All cases where the articles of association require it.
Art. 4, Section 4. Convocations
The annual meetings of the ordinary general meeting will always take place in the second half of the month of October at a place mentioned in the invitation. The convening notice is sent to all working members at least 30 days prior to the date of the general meeting by e-mail and/or by regular mail to the number or address last specified by the working member.
The meetings are convened by the chairman of the board of directors or by at least two directors. A draft agenda is added to the convocation as determined by the board of directors. Subject to the agenda as determined by the collegial board of directors, any item raised by at least two directors or raised by at least 1/5 of the working members at least Lien days before the meeting will also be placed on the agenda.
Special meetings in an extraordinary general meeting can be convened after a collegiate decision of the board of directors as well as at the request of at least two directors and at the request of at least 1/5 of all employees. The convening notice is sent to all working members at least 15 days prior to the date of the general meeting by e-mail and/or by regular mail to the number or address last specified by the working member.
Art. 4, section 5. Quorum and vote
1. In order to deliberate, at least half of the working members and at least 1/5 of the nationalities among the working members must be present or represented. Decisions are taken by simple majority of the valid votes of the members present or represented at the meeting, unless otherwise provided for by the law of non-profit organizations or the articles of association. Invalid votes and abstentions are not counted.
In the event of a tie, the chairman has the casting vote.
Items outside the agenda can be discussed subject to acceptance by a majority of 2/3 of the votes of the members present or represented, except in the case of:
amendment to the articles of association;
appointment and removal of directors;
approval of budget and accounts;
dissolution of the association;
Exclusion of Members.
2. The amendment of the articles of association requires a deliberation in a meeting that meets a quorum of 2/3 of the working members present or represented. If less than 2/3 of the members are present or represented at the first meeting, a second meeting may be convened which can validly deliberate and decide as well as adopt the amendments by the majorities specified below, regardless of the number of members present or represented. The second meeting may not be held within fifteen days following the first meeting. The decision is deemed accepted if it is approved by 2/3 of the votes of the working members present or represented. When the amendment of the articles of association relates to the purpose or purposes for which the association was founded, it requires a majority of 4/5 of the votes of the working members present or represented. Invalid votes and abstentions are counted as votes against. Any amendment to the Articles of Association must be published in the Bijiagen of the Belgian Official Gazette within one month after it has been decided to do so.
3. Members who cannot attend the meeting may be represented by other members. Each member can carry unlimited proxies.
4. Voting may be by call, show of hands or, if requested by at least 1/3 of the working members present or represented, by secret ballot. When voting on persons, in particular the appointment and dismissal of directors or exclusion of members, the vote will always be secret. The board of directors can decide autonomously to organize voting by ballot.
5. In the event of a tie, the chairman’s vote will be decisive.
6. Become minutes drawn up and kept in a minutes register that will be available for inspection by the working members who will exercise their right of inspection in accordance with the modalities laid down in Article 9 of the Royal Decree of 26 June 2003. Third parties who wish to take cognizance of the minutes of the decisions of the general meeting can submit a request to this effect to the board of directors, which can grant or refuse them at its discretion and without further justification.
Article 5. Management and representation
Art. 5, Section 1. Composition of the Board of Directors
The non-profit organization is managed by a board of directors composed of at least three directors, whether or not members of the non-profit organization. The number of directors must in any case always be lower than the number of persons who are working members of the association. If the non-profit association only has the legally stipulated minimum of three working members, the board of directors may consist of two directors. The day on which a fourth working member is accepted, an (extra)ordinary general meeting will proceed with the appointment of a third director.
The directors are appointed by a general meeting individually by a simple majority, of the votes validly cast by the members present or represented, for a term of five years. Invalid votes and abstentions are not counted. Their term ends on the day of the annual general meeting of the fourth year following the calendar year in which they were appointed. Directors are eligible for unlimited reappointment. The chairman cannot remain in that position for more than two consecutive terms.
The board of directors elects a chairman, secretary and treasurer from among the members who will fulfill the duties assigned belong in this position as described in these articles of association and on the occasion of their election. The election is secret and takes place individually per position with a simple majority of valid votes cast by the directors present and represented. Invalid votes and abstentions are not counted.
The directors can be dismissed at any time and with immediate effect by the general meeting, which decides on this on a discretionary basis and without motivation, by a simple majority of votes validly cast by the members present or represented. Valid votes and abstentions are not counted. Each member of the Board of Directors may also resign by written notification to the Chairman of the Board of Directors. After submitting his resignation, a director is obliged to continue to fulfill his assignment until his replacement can reasonably be provided.
In principle, the directors exercise their mandate free of charge. The costs incurred in the exercise of their directorship are reimbursed.
Art. 5, Section 2. Board of Directors: Meetings, Deliberations and Decisions
The board of directors meets after written convocation by e-mail and/or by ordinary letter at least 30 days prior to the date of the meeting by the chairman as often as the interest of the association requires it, as well as within 15 days of a request to that effect from the chairman of the board of directors or from two directors.
The board is chaired by the chairman or, in his absence, by the vice-chairman or by the oldest in age/seniority of the directors present. The meeting is held at the registered office of the association or at any other place in Europe indicated in the convening notice.
The Board of Directors can only deliberate and decide if at least the majority of its members are present at the meeting. The decisions are taken by a simple majority of votes of the directors present and represented. In the event of a tie, the chairman or the director chairing the meeting has a casting vote.
Minutes are drawn up and signed by the chairman and the secretary and kept in a minutes register that will be available for inspection by the working members who will exercise their right of inspection in accordance with the modalities laid down in Article 9 of the Royal Decree of 27 June 2003.
In exceptional cases, when urgent necessity and the interest of the non-profit organization so require, the decisions of the Board of Directors can be taken by unanimous written agreement of the directors. To this end, it is required that there is a prior unanimous agreement of the directors to proceed to written decision-making. Written decision-making presupposes in any case that a deliberation took place by e-mail, video or telephone conference.
Art. 5, Section 3. Conflict of Interest
If a director has, directly or indirectly, an interest of a patrimonial nature that conflicts with a decision or transaction that falls within the competence of the board of directors, he must inform the other directors before the board of directors makes a decision.
The director with the conflict of interest removes himself from the meeting and abstains from the deliberation and voting on the matter to which it relates.
The aforementioned procedure is not applicable to customary transactions that take place under the conditions and against the securities that usually apply to similar transactions on the market.
Art. 5, Section 4, Internal Governance—Restrictions
The board of directors is authorized to perform all acts of internal management that are necessary or useful for the realization of the object of the non-profit association, with the exception of those acts for which the general meeting has exclusive authority under Article 4 of the non-profit organization law.
Without prejudice to the obligations arising from coil legal management, in particular consultation and supervision, the directors may divide the management duties among themselves. Such division of tasks cannot be revealed against third parties, even after they have been made public. Non-compliance does jeopardize the internal liability of the director(s) involved.
The board of directors may delegate part of its decision-making powers to one or more third parties who are not directors, without this transfer being able to relate equally to the general policy of the non-profit organization or the general management powers of the board of directors.
Directors cannot take decisions related to the purchase or sale of immovable property of the non-profit organization without the permission of the general meeting. These limitations of jurisdiction cannot be enforced against third parties, even after they have been made public. Non-compliance does jeopardize the internal liability of the director(s) involved.
Art. 5, Section 5. External Representation Power
The board of directors has the most extensive powers to manage the association and represents it in and out of court. He represents the association through the majority of its members.
Without prejudice to the general power of representation of the board of directors as a college, the authority to represent the non-profit organization in and out of court may be delegated by the board of directors to one or more persons, whether or not director or member, who may act alone or acting jointly.
Contrary to Article 13 of the NPO Act, the representative bodies cannot perform legal acts related to the representation of the NPO in the purchase or sale of immovable property belonging to the NPO without the permission of the General Assembly. These limitations of competence cannot be invoked against third parties, even after they have been made public. Non-compliance with this law jeopardizes the internal liability of the representatives concerned.
The board of directors or the directors representing the non-profit organization may appoint representatives of the non-profit organization. Only special and limited powers of attorney for specific or a series of specific legal acts are permitted. The authorized persons bind the non-profit organization 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 with regard to mandates.
Art. 5, Section 6. Disclosure Requirements
The appointment of the members of the board of directors and of persons authorized to represent the non-profit organization as well as their term of office is made public by depositing it in the association file at the registry of the commercial court, and by publishing an extract in the Appendices to the Belgian Official Gazette. These documents must in any case show whether the persons representing the non-profit organization commit the non-profit organization individually, jointly or as a college, as well as the extent of their powers.
Article 6. Daily management
The day-to-day management of the non-profit association at internal level as well as the external representation with regard to that day-to-day management can be entrusted by the Board of Directors to one or more persons.
If this option is used, these persons will be able to act as a board, both with regard to the internal day-to-day management and the external power of representation for that day-to-day management.
Contrary to article 13 bis of the non-profit association law, persons charged with the day-to-day management cannot take decisions and/or perform legal acts related to the representation of the non-profit association within the framework of the day-to-day management in transactions involving 1,000 without the consent of two directors. exceed .00 EUR. These limitations of jurisdiction cannot be enforced against third parties, even after they have been made public. Non-compliance does, however, jeopardize the internal liability of the representatives involved.
In the absence of a legal definition of what constitutes the ‘day-to-day management’, acts of day-to-day management include all actions that must be performed day to day to ensure the normal course of affairs of the non-profit organization and which, both because of their less interest, if because of the necessity to take an immediate decision, the action of the Executive Board is not required or rendered undesirable.
The appointment of the persons charged with the day-to-day management and their termination of office shall be made public by depositing it in the association file at the registry of the commercial court and by publishing an extract thereof in the Annexes to the Belgian Official Gazette. In any case, these documents must show whether the persons who represent the non-profit association with regard to day-to-day management, the non-profit organization bind each separately, jointly or as a college, as well as the extent of their powers.
Article 7. Liability of the director and executive director
The directors and executive directors are not personally bound by the obligations of the association.
Their liability towards the non-profit association and third parties is limited to the fulfillment of the assignment given to them in accordance with common law, the provisions of the law and the articles of association and they are only liable for errors that are personally attributable to them in their assignment of Executive Committee.
Article 8. Supervision by a supervisory director
As long as the non-profit association does not exceed the threshold amounts stated in article 17, §5 of the non-profit organization law for the last closed financial year, the non-profit organization is not obliged to appoint an auditor.
As soon as the non-profit organization exceeds threshold amounts, the control of the financial situation, of the annual accounts and of the regularity of the transactions to be reflected therein, is entrusted to an auditor, to be appointed by the general meeting among the members of the Institute of Company Auditors in accordance with the legal provisions for matter. This also determines the remuneration of the supervisory director.
Article 9. Financing and accounting
Article 9. First paragraph: Financing
Art, 9, Second paragraph: Bookkeeping
The first fiscal year starts on the date of incorporation October 28, 2015 and ends on June 30, 2016. Each subsequent fiscal year starts on July 1 and ends on June 30.
The accounts are kept in accordance with the provisions of Article 17 of the non-profit organization law and the following•applicable implementing decrees.
The annual accounts are filed in the file kept at the registry of the commercial court in accordance with the provisions of article 26 of the non-profit organization law. Insofar as applicable, the annual accounts are also deposited with the National Bank in accordance with the provisions of Article 17, §6 of the Law on non-profit associations and the relevant implementing decrees.
The board of directors submits the annual accounts of the previous financial year to the annual general meeting for approval. A draft budget is submitted for approval to a general meeting held no later than in the last month of the financial year preceding the financial year to which the budget relates.
Article 10. Dissolution
The general meeting will be convened to discuss proposals regarding the dissolution submitted by the board of directors or by minimum 1/5 of all members. The convocation and agenda shall take place in accordance with the provisions of Article 4, Section 4 of these Articles of Association.
The deliberation and decision on the dissolution shall respect the quorum and majority required for a change of purpose as provided in Article 4, Section 5 of these Articles of Association. From the decision to dissolve, the non-profit association always states that it is ‘asbl in liquidation is in accordance with article 23 of the non-profit organization law.
In the event that the proposal for dissolution is approved, the general meeting will appoint a liquidator whose assignment it will describe.
In the event of dissolution and liquidation, the extraordinary general meeting decides on the destination of the assets of the non-profit organization to be allocated to another non-profit association with a similar or related Joel, active in Belgium.
All decisions regarding the dissolution, the terms of liquidation, the appointment and termination of office of the liquidators, the closing of the liquidation and the destination of the asset shall be deposited with the registry and published in the Appendices to the Belgian Official Gazette in accordance with the provisions of Articles 23 and 26 of the non-profit organization law and the related implementing decrees.
Article 11. Residual provision
Anything not expressly governed by these statutes shall be subject to the provisions of the law of June 27, 1921, including any amendments thereto.
DECISIONS TAKEN BY THE FOUNDING MEETING ON October 28, 2015
The members of a non-profit association, gathered in a founding meeting, unanimously decide to appoint the following persons as the first directors:
- DONDERS Gilbert, Gasthuismolenstraat 33, 3300 TIENEN, Belgium.
- JUDLIN Philippe, 19 RUE DE LA PRIMATIALE F 54000 NANCY, France.
- ADRIANSE Albert Hubrecht, Hemweg 3, 1921 AM AKERSLOOT, The Netherlands.
- MARTINEZ DE TEJADA WEBER Begone, Bout du Monde 17, 1206 GENEVA, Switzerland.
- SZILLER Istvan, Szabolcska Mihaly utvca 7, H-1114 BUDAPEST, Hungary.
- BENZINHO DA SILVA VIEIRA BAPTISTA Pedro Miguel, Rua Jose Pinto Miranda 14, 2500-287 CALDAS DA RAINHA, Portugal.
- MERCKX Mireille, Nieuwelaan 39, 1853 STROMBEEK, Belgium.
- REZEBERGA Dace, Aizkraukles str 17, LV-1006, Latvia.
- PETRICEVIC Ljubomir, Kleine Pfarrgasse 29/14, A-1020 Vienna, Austria.
- GREENHOUSE Peter Robin David Haig, 21 Richmond Terrace, BRISTOL BS8 1AA United Kingdom.
Above listed persons accept their mandate.
The directors will exercise their mandate without remuneration.
The members of a non-profit association, gathered in a founding meeting, also decide unanimously to appoint the following person as secretary and treasurer:
The founders give power of attorney to Mr. DONDERS Gilbert, Gasthuismolenstraat 33, 3300 TIENEN, in order to take the necessary actions with a view to acquiring the legal personality of the association by depositing the deed of incorporation with the registry of the competent commercial court and with cog on the publication formalities by publishing articles of association in the Appendices to the Belgian Official Gazette.
Done at Riga on October 28, 2015
To appoint as the first directors:
THUNDERS Gilbert, ADRIAN Albert Hubrecht
JUDLIN Philippe, MARTINEZ OF TEJADA, WEBER Begoria
SZILLER Istvan, BENZINHO DA SILVA VIEIRA BAPTISTA, Pedro Miguel
MERCKX Mireille REZEBERGA Dace
PETRICEVIC Ljubomir, GREENHOUSE Peter Robin David Haig
In (at least two) original copies.
Gilbert DONDERS, Chairman