Statutes
European Cancer Organisation AISBL
TITLE I. Name. Legal Form. Term. Registered Office
Article 1. Name. Legal Form. Term
1.1. The international non-profit association named “European Cancer Organisation”, (hereafter: "Association”), is constituted for an indefinite period under the provisions of Book 10 and any other provisions applicable to international non-profit associations of the companies and associations Code of March 23, 2019.
1.2. All acts, invoices, announcements, publications and other documents issued by the Association shall contain the name of the Association, immediately followed or preceded by the mentions “association internationale sans but lucratif” or by the abbreviation “AISBL”, the address of the registered office of the Association, the enterprise number and the mention “registre des personnes morales” or abbreviated “RPM” followed by the court with jurisdiction in the district where the Association has its registered office.
Article 2. Registered Office
2.1. The registered office of the Association is located in the region of Brussels.
2.2. The registered office of the Association may be transferred to any other location in Belgium by a decision of the Board of Directors, provided that said transfer will not imply a change of the language of these Statutes according to the legal provisions governing the use of official languages in Belgium.
2.3. If the transfer of the registered office of the Association implies a change of the language of these Statutes according to the legal provisions governing the use of the official languages in Belgium, only the General Assembly will be competent to decide on the transfer of the registered office of the Association according to the presence quorum and voting majority stipulated in Article 21 of these Statutes.
2.4. The Association may establish offices in any country or place.
TITLE II. Non-Profit Purpose. Object
Article 3. Non-Profit Purpose
3.1. Without prejudice to Article 4.2 of these Statutes, the Association shall not have any profit motive. The non-profit purpose of international utility of the Association shall be within the countries being part of the World Health Organization Regional Office for Europe (hereafter: “WHO-European Region”)[1] to:
(a) Provide a cohesive platform for European cancer societies and organisations;
(b) Work together to improve cancer treatment outcomes; and
(c) Be the unified voice of the European cancer community when addressing common policy issues.
Article 4. Object
4.1. To that effect, the Association may develop, alone or in collaboration with third parties, directly or indirectly, all activities related, directly or indirectly, to its purpose. The Association may, in particular develop the following non exhaustively listed activities for the general or specific account of its Members and/or third parties:
(a) Encouraging progressive thinking in cancer policy, training, and education;
(b) Promoting and participating in European cancer research, treatment and care through communication and other channels;
(c) Creating awareness of patients’ needs and wishes;
(d) When appropriate in the common interests of the Association’s membership, taking action to reinforce or support its Members’ goals;
(e) Disseminate information and issue publications; and
(f) Organise and arrange congresses, seminars, workshops, and other programs and convenings at international and national levels.
4.2. The activities of the Association can be of a commercial and profitable nature, provided always that the profits generated through these activities shall at all times and entirely be used to the furthering of the non-profit purpose of the Association.
Article 5. Affiliations and Collaboration Agreements
5.1. In order to achieve its purpose, the Association may enter into any type of relationship, collaboration agreement and/or partnership with any natural person and/or legal entity, having similar purposes and activities to the ones of the Association and in line with the Association’s Mission and Strategy.
5.2. The Association may also cooperate with and assist other initiatives and/or organisations having similar purposes and activities to the ones of the Association and in line with the Association’s Mission and Strategy, as well as other regional and/or international initiatives and/or organisations.
5.3. In addition, the Association may develop, support, incorporate, constitute, set up, participate to, and have interests in (including owning shares, stocks, bonds, warrants, options, participations and/or investments, etc.) any Belgian or foreign legal entity, commercial or not, not-for-profit or for-profit, private or public or semi-public, having the legal personality or not, having similar purposes and activities than the ones of the Association and in line with the Association’s Mission and Strategy.
TITLE III. Members
Article 6. Membership
6.1. The Association shall have two (2) membership categories: the Full Members and the Associate Members. The Association shall always consist of at least three (3) Full Members.
6.2. All references in these Statutes to “Member” or “Members” without any other specification are references to Full Members and Associate Members collectively.
6.3. The rights and obligations of the Members shall be as defined in and pursuant to these Statutes.
6.4. Membership is intuitu personae and can neither be transferred nor assigned.
Article 7. Full Members
7.1. The category of Full Membership is open and accessible to any legal entity cumulatively meeting the following criteria:
(a) Having a legal personality;
(b) Being duly constituted in accordance with the laws and practices of its country of origin;
(c) Having its registered office or an office in the WHO-European Region;
(d) Having an European or International scope; and
(e) (aa) Having a significant representativeness of the cancer community in the WHO-European Region or (bb) having an exclusive interest or a significant interest in oncology.
7.2. Legal entities of a same group of legal entities may each become a Full Member with their own membership rights, provided that they each pay membership fees.
7.3. Full Members shall enjoy all membership rights, including voting rights at the General Assembly.
Article 8. Associate Members
8.1 The category of Associate Membership is open and accessible to any legal entity cumulatively meeting the following criteria:
(a) Having a legal personality;
(b) Being duly constituted in accordance with the laws and practices of its country of origin;
(c) Having its registered office or an office in the WHO-European Region;
(d) (aa) Having a significant representativeness of the cancer community in the WHO-European Region or (bb) having an exclusive interest or a significant interest in oncology; and
(e) Should it fulfil all the Full membership criteria, not willing to be a Full Member.
8.2. Associate Members shall have the rights specifically granted to them in or pursuant to these Statutes. These rights shall not include voting rights at the General Assembly.
8.3. If the rights specifically granted to and/or the obligations of the Associate Members pursuant to these Statutes are amended in accordance with Article 57 of these Statutes, the Associate Members shall neither be consulted nor have voting rights.
Article 9. Admission to membership
9.1 Any applicant to membership shall submit an application for admission to membership via regular means of communication to the Chief Executive Officer.
9.2 The Chief Executive Officer shall submit this application for admission to the Board of Directors. After having verified that all conditions for membership, as defined under Article 7 or Article 8 of these Statutes are complied with, the Board of Directors shall decide to propose or not the admission to membership to the General Assembly. The decisions of the Board of Directors to propose or not the membership admissions to the General Assembly are final, sovereign and the Board of Directors shall give reasons for its decisions.
9.3 The first upcoming meeting of the General Assembly following the decision of the Board of Directors to propose the admission to membership shall decide on the admission to membership. The decisions of the General Assembly regarding membership admissions are final, sovereign and the General Assembly shall give reasons for its decisions.
9.4 The detailed procedures for the admission to membership shall be determined in the internal rules, if any.
Article 10. Representation of Full Members
10.1 Each Member shall appoint one or more natural person(s) called the “Representative(s)”, to represent it within the Association.
10.2 If a Full Member appoints more than one (1) Representative, it must appoint one (1) voter who shall cast the vote of his/her Full Member (hereafter: "Voter”). Each Voter must have full capacity powers to represent his/her Full Member. If a Full Member only appoints one (1) Representative, he/she shall be the Voter of his/her Full Member.
10.3 If a Representative ceases to be selected by or is no longer otherwise linked to the Member he/she is representing, (i) he/she shall as of right lose his/her capacity as Representative (including any capacity to cast the vote of his/her Full Member, if any) and (ii) said Member shall immediately replace this Representative unless the Member has another Representative and, if applicable, another Representative who has been appointed as Voter.
10.4 Each Member shall inform, via regular means of communication, the Chief Executive Officer of the identity, contact details, and, as the case may be, appointment as Voter, of its/their Representative(s).
Article 11. Resignation. Suspension. Exclusion. Consequences of termination of membership
Resignation
11.1 Members are free to resign from the Association by giving written notice via special means of communication, at the latest by 31 August of each year, to the Chief Executive Officer. The Chief Executive Officer shall submit the resignation to the Board of Directors, which shall in turn acknowledge it. The resignation shall be effective on 1 January of the year following the year in which the written notice has been sent to the Chief Executive Officer.
11.2 A Member is deemed resigning if the Member is in one of the following situations:
(a) Voluntary/as of right/legal dissolution/liquidation;
(b) Bankruptcy or is subject to insolvency proceedings of a similar nature under the laws of any jurisdiction;
(c) Judicial administration/reorganisation;
(d) Merger (only if the concerned Member is the acquired legal entity);
(e) Transfer of an universality; and
(f) Ceases to satisfy the definition of the membership as set out in Article 7 or Article 8 of these Statutes following a (partial) demerger or transfer of a branch of activity.
11.3 This resignation shall be effective upon a decision of the Board of Directors. A Member has the right to defend its position at (or in writing prior to) the meeting of the Board of Directors at which decisions are proposed in respect of the resignation of a Member which is in at least one of the situations described under paragraph 11.2 of the present Article. The decisions of the Board of Directors regarding the resignation of Members as referred to in the paragraphs 11.2 and 11.3 of the present Article are final, sovereign and the Board of Directors shall give reasons for its decisions.
Suspension
11.4 A Member which (i) ceases to satisfy the definition of the membership category it belongs to as set out in Article 7 or Article 8 of these Statutes, or (ii) is not duly or timely or fully complying with these Statutes, the internal rules, if any, and/or any decision validly taken by the bodies of the Association, or (iii) does not pay all its membership fees within the stated period, or (iv) infringes the interests or reputation of the Association, or (v) has substantially modified its activities, or (vi) for any other reasonable cause, may be suspended from part or all of its membership rights (including voting rights at the General Assembly, if applicable) upon decision of the Board of Directors.
11.5 Before deciding to suspend the membership rights of a Member, the Board of Directors shall provide the concerned Member with the relevant details in writing via special means of communication at least thirty (30) calendar days in advance of the proposed suspension date. The concerned Member has then time to definitively remedy the consequences of the breach or breaches having led to the proposal of suspension of the concerned Member. The Board of Directors may decide to suspend the membership rights of a Member, provided that the concerned Member is convened at the meeting of the Board of Directors and has received the possibility to defend its position during the meeting of the Board of Directors and prior to the voting on the suspension. The decisions of the Board of Directors regarding the suspension of the membership rights of a Member are final, sovereign and the Board of Directors shall give reasons for its decisions.
11.6 Part or all membership rights (including voting rights at the General Assembly, if applicable) of the Member concerned by the abovementioned suspension procedure shall be suspended for a period of time, as decided by the Board of Directors and at the latest until the next meeting of the General Assembly which shall decide whether or not to extend the suspension and if so, for which period of time.
11.7 The General Assembly may decide to extend the suspension of a Member, provided that the concerned Member is convened at the meeting of the General Assembly and has received the possibility to defend its position during the meeting of the General Assembly and prior to the voting on extending the suspension. The extension of the suspension of the concerned Member shall be explicitly mentioned in the agenda included in or attached to the convening notice sent to the Full Members, possibly the Associate Members, and the directors. The Member concerned by the procedure of suspension shall not participate in the deliberation of the General Assembly regarding such decision or action, and also not to the relevant voting. The decisions of the General Assembly regarding the extension of the suspension of a Member are final, sovereign and the General Assembly shall give reasons for its decisions. The extension of the suspension of a Member shall take effect immediately at the end of the meeting of the General Assembly, unless otherwise provided by the General Assembly.
11.8 The maximum period of extension of the suspension of a Member is until the end of the next calendar year, and the suspension can be further extended by the General Assembly in accordance with the procedures and terms as set in this Article. Before the expiry of the suspension time, the suspension of a Member may also be revoked by the General Assembly, at its next meeting, without retroactive effect.
11.9 The Chief Executive Officer shall notify the decision of the Board of Directors and General Assembly, via special means of communication, to the concerned Member within fifteen (15) calendar days from the decision of the Board of Directors or the General Assembly.
Exclusion
11.10 A Member which (i) ceases to satisfy the definition of membership it belongs to as set out in Article 7 or Article 8 of these Statutes, or (ii) is not duly or timely or fully complying with these Statutes, the internal rules, if any, and/or any decision validly taken by the bodies of the Association, or (iii) does not pay all its membership fees within the stated period, or (iv) infringes the interests or the reputation of the Association, or (v) has substantially modified its activities, or (vi) for any other reasonable cause, may be excluded from membership, by the General Assembly upon proposal of the Board of Directors.
11.11 Before proposing the exclusion of a Member to the General Assembly, the Board of Directors shall provide the concerned Member with the relevant details in writing via special means of communication at least sixty (60) calendar days in advance of the proposed exclusion date. The concerned Member has then time to definitively remedy the consequences of the breach or breaches having led to the proposal of exclusion of the concerned Member. The Board of Directors may decide to propose the exclusion of a Member to the General Assembly, provided that the concerned Member is convened at the meeting of the Board of Directors and has received the possibility to defend its position during the meeting of the Board of Directors and prior to the voting on the proposal of exclusion to the General Assembly. The decisions of the Board of Directors regarding the proposal of exclusion of a Member to the General Assembly are final, sovereign and the Board of Directors shall give reasons for its decisions.
11.12 Upon proposal of the Board of Directors, the General Assembly may decide to exclude a Member, provided that the concerned Member is convened at the meeting of the General Assembly and has received the possibility to defend its position during the meeting of the General Assembly and prior to the voting on the exclusion. The proposed exclusion of the concerned Member shall be explicitly mentioned in the agenda included in or attached to the convening notice sent to the Full Members, possibly the Associate Members, and the directors. The General Assembly can validly decide on the exclusion of a Member only if (i) at least half of the Full Members are present or represented and (ii) the decision obtains a majority of at least a majority of three fourths (3/4) of the votes cast by the Full Members present or represented. The Member concerned by the procedure of exclusion shall not participate in the deliberation of the General Assembly regarding such decision or action, and also not to the relevant voting. The decisions of the General Assembly regarding the exclusion of a Member are final, sovereign and the General Assembly shall give reasons for its decisions.
11.13 The Chief Executive Officer shall notify the decision of the General Assembly, via special means of communication, to the concerned Member within fifteen (15) calendar days from the decision of the General Assembly.
11.14 The Board of Directors may decide at any time during the exclusion procedure that all membership rights of the Member concerned by the abovementioned exclusion procedure be suspended:
(i) Until the decision of the Board of Directors not to propose the exclusion of the concerned Member to the General Assembly; or
(ii) If the Board of Directors decides to propose the exclusion of the concerned Member to the General Assembly, until the decision of the General Assembly.
Consequences of termination of membership
11.15 A Member which, in whatever way and for whatever reason, ceases to be a Member shall (i) remain liable for its obligations towards the Association, including for the payment of the membership fees (aa) for the financial year during which notice is given and, (bb) in case the notice is served after 31 August, for the financial year during which the notice is given and the following financial year (ii) have no claims for compensation from the Association or from its assets, (iii) forthwith cease to hold itself out as a Member in any manner, and (iv) upon decision of the Chief Executive Officer, promptly deliver to the Association all material, equipment, software, and documents, in written, electronic or magnetic form, in its possession that have been provided by the Association.
11.16 A Member which has resigned or has been excluded from the Association and wishes to re-join the Association as a Member may be considered as an applicant to membership.
Article 12. Membership Fees
12.1 Each Full Member shall pay membership fees per year, as proposed by the Board of Directors, and decided by the General Assembly. The amount of the membership fees and the calculation method of the membership fees for each Full Member shall be proposed by the Board of Directors and decided by the General Assembly.
12.2 Without prejudice to Article 11.4 to 11.9 of these Statutes, if a Full Member fails to pay its membership fees within thirty (30) calendar days after a reminder has been sent to it by the Chief Executive Officer, its rights (including voting rights at the General Assembly) shall be automatically and immediately suspended until the payment of the membership fees due.
12.3 Each Associate Member shall pay membership fees per year, as proposed by the Board of Directors, and decided by the General Assembly. The amount of the membership fees and the calculation method of the membership fees for each Associate Member shall be proposed by the Board of Directors and decided by the General Assembly.
12.4 By derogation to the preceding paragraph, the Board of Directors can decide, each year, to freely adjust the amount of the membership fees of the Associate Members as decided by the General Assembly according to paragraph 12.3 of the present Article, up to a maximum inflation rate according to the Belgian consumer price index . By derogation to the preceding sentence, in case of negative inflation, the membership fees of the Associate Members shall not be adjusted in any manner.
12.5 Members joining the Association part way through a financial year shall pay the amount of membership fees on a pro rata basis.
12.6 The Board of Directors shall also decide each year on the invoicing procedure and the time for payment of the membership fees.
Article 13. Compliance with the Statutes and the Internal Rules
13.1 Each Member shall expressly adhere to these Statutes and the internal rules, if any, as amended from time to time, and commit to (i) actively cooperate towards the achievement of the purpose of the Association, (ii) contribute to the success of the Association in many ways, including by encouraging appropriate individuals to participate to the activities, the projects and the decision-making process of the Association and (iii) pay the annual membership fees, including those for the year in which the Member has been admitted as Member, pursuant to Article 9 of these Statutes.
Article 14. Register of Members
14.1. The Board of Directors shall keep a register of Members, in electronic format, at the registered office of the Association. This register shall contain the legal name, the legal form, the address of the registered office, the enterprise/VAT number or equivalent number, and the details of the main contact person of each Member. In addition, all the decisions regarding the admission, the resignation, the suspension, or the exclusion of the Members shall be included in the register of Members by the Board of Directors, immediately after the Board of Directors was informed of the decision or took a decision.
TITLE IV. Organisational Structure
Article 15. Bodies
15.1. The bodies of the Association are:
(a) The General Assembly;
(b) The Board of Directors;
(c) The President;
(d) The President-Elect;
(e) The Past-President;
(f) The Treasurer;
(g) The Past-Treasurer;
(h) The Executive Committee;
(i) The Nominations Committee;
(j) The Patient Advisory Committee;
(k) The Co-Chairs of the Patient Advisory Committee;
(l) The Working Group(s), Committee(s) and/or Task Force(s); and
(m) The Chief Executive Officer.
TITLE V.General Assembly
Article 16. Composition. Voting Rights
16.1 The General Assembly shall be composed of all Full Members. Associate Members shall have the right to attend the meetings of the General Assembly upon invitation of the President. Associate Members attending a meeting of the General Assembly shall have no voting rights and shall have the right to be heard upon decision of the chairperson of the General Assembly.
16.2 Each Member shall be represented at the General Assembly by its Representative(s) pursuant to Article 10 of these Statutes.
16.3 Each Full Member shall have one (1) vote.
16.4 Each director (i.e. a member of the Board of Directors) and the Chief Executive Officer shall have the right to attend the meetings of the General Assembly without voting rights and with the right to be heard. Each director who has been appointed as Voter shall be authorised to vote in this specific capacity for the Full Member he/she represents.
16.5 The General Assembly shall be chaired by the President. If the President is unable or unwilling to chair the General Assembly, the General Assembly shall be chaired by the President-Elect or the Past-President. If the President and the President-Elect or the Past-President are both unable or unwilling to chair the General Assembly, the General Assembly shall be chaired by the director present designated for this purpose by the Executive Committee.
16.6 The General Assembly may decide to invite one or more third parties to attend without voting rights one or more meeting(s) or part(s) of meeting(s) of the General Assembly. Upon authorisation of the chairperson of the General Assembly these third parties will receive the right to speak.
Article 17. Powers
17.1. The General Assembly shall have the powers specifically granted to it by law or these Statutes. In particular, the General Assembly shall have the following powers:
(a) The approval of the vision, the mission and definition of the values of the Association;
(b) The transfer of the registered office of the Association when it implies a change of language of these Statutes according to the legal provisions governing the use of official languages in Belgium;
(c) Upon proposal of the Nominations Committee, the election of the President-Elect;
(d) The dismissal of the President;
(e) The dismissal of the President-Elect;
(f) The dismissal of the Past-President;
(g) The election and dismissal of the directors and the determination of the conditions (including the financial conditions, if any) upon which the mandate of each director will be granted and exercised as well as the conditions under which said mandate can be terminated;
(h) If applicable, the appointment and dismissal of a statutory auditor and the determination of his/her/its remuneration;
(i) If applicable, the appointment and dismissal of an external accountant and the determination of his/her/its remuneration;
(j) The discharge to be given to the directors and, if any, to the statutory auditor, or to the external accountant;
(k) Upon proposal of the Board of Directors, the approval of the amount of the membership fees and the calculation method of the membership fees;
(l) Upon proposal of the Board of Directors, the approval of the annual accounts and the budget of the Association;
(m) Upon proposal of the Board of Directors, the admission and exclusion of the Members;
(n) The decisions to extend the suspension of part or all of the membership rights of the Members;
(o) Upon proposal of the Board of Directors or of at least one-fifth (1/5) of the Full Members, the amendment of these Statutes; and
(p) Upon proposal of the Board of Directors or of at least one-fifth (1/5) of the Full Members, the dissolution of the Association;
(q) The allocation of the Association’s liquidation balance in case of dissolution, and the appointment of one or more liquidator(s);
(r) The restructuring or transformation of the Association pursuant to any of the procedures provided for under the Books 13 and 14 of the companies and associations Code, unless otherwise provided for by the companies and associations Code; and
(s) The establishment of presence or representations of the Association in any country or place.
Article 18. Meetings
18.1 The General Assembly shall meet at least twice (2) a year upon convening by the President or the Board of Directors, and at such time and place as determined in the convening notice. At least one (1) meeting of the General Assembly shall (i) be entrusted with the approval of the annual accounts and the budget and (ii) be held at the latest by June 30 of each year following the end of the financial year (hereafter: “Ordinary General Assembly”). Each year, the Board of Directors shall determine the exact date of the Ordinary General Assembly.
18.2 A meeting of the General Assembly shall be convened at any time by the President or the Board of Directors whenever required by the interests of the Association. A meeting of the General Assembly shall also be convened by the President or the Board of Directors at the written request of at least one fifth (1/5) of the Full Members. In this last case, the President or the Board of Directors shall convene the General Assembly within thirty (30) calendar days after the request of convening of the Full Members. The General Assembly shall take place at the latest on the seventieth (70st) calendar day following this request.
18.3 If the President is unable or unwilling to convene the General Assembly, the General Assembly shall be convened by the President-Elect or the Past-President. If the President and the President-Elect or the Past-President are both unable or unwilling to convene the General Assembly, the General Assembly shall be convened by the director designated for this purpose by the Executive Committee.
18.4 The Association shall not cover the travel and accommodation expenses exposed by the Members to attend the meetings of the General Assembly.
Article 19. Proxies
19.1. Each Full Member shall have the right, via regular means of communication, always with copy to the Chief Executive Officer via similar means, to give a proxy to another Full Member to be represented at a meeting of the General Assembly. No Full Member may hold more than two (2) proxies.
19.2. Each Full Member shall have the right via regular means of communication, always with copy to the Chief Executive Officer via similar means, to give a proxy to another Full Member or a third party in case of a General Assembly having to adopt in the presence of a public notary amendments to these Statutes which must be recorded in a notarial deed, provided that these amendments have been previously approved by the General Assembly according to the presence quorum and voting majority stipulated in Article 57 of these Statutes. In that case, each Full Member or third party may hold an unlimited number of proxies.
Article 20. Convening Notices. Agenda
20.1 The convening notices for the General Assembly shall be notified to (i) the Full Members, (ii), possibly and only upon decision of the President, the Associate Members, and (iii) the directors by the Chief Executive Officer via regular means of communication at least thirty (30) calendar days before the meeting. The convening notices shall mention the date, time, and place of the meeting of the General Assembly. In addition, the convening notices shall mention if the Members can participate to the meeting via electronic means of communication and if the Full Members can vote electronically. The agenda and the material documents necessary for the discussion shall be attached to the convening notices. The agenda of the meetings of the General Assembly shall be prepared by the Chief Executive Officer and adopted by the President or the Executive Committee.
20.2 Any proposal of additional item(s) on the agenda of the General Assembly signed by at least one quarter (1/4) of the Full Members and notified to the President and Chief Executive Officer at least fourteen (14) calendar days before the meeting must be included in the agenda. In such a case, the President or Chief Executive Officer shall inform the Full Members, possibly the Associate Members, and the directors of the additional item(s) on the agenda of the General Assembly via regular means of communication at least seven (7) calendar days before the meeting of the General Assembly.
20.3 No vote shall be cast regarding an item that is not listed on the agenda.
20.4 Each Member and each director shall have the right, before, during or after a meeting of the General Assembly, to waive the convening formalities and periods required by the present Article. Unless it disagrees, any Member present or represented and any director present at a meeting of the General Assembly shall be considered to have been regularly convened to this meeting.
Article 21. Presence Quorum. Voting Majority. Votes.
21.1 Unless otherwise stipulated in these Statutes, the General Assembly shall be validly constituted when at least half of the Full Members are present or represented.
21.2 If at least half of the Full Members are not present or represented at the first meeting, a second meeting of the General Assembly may be convened pursuant to Article 20 of these Statutes, at least thirty (30) calendar days after the first meeting of the General Assembly. The second meeting of the General Assembly shall validly deliberate, irrespective of the number of Full Members present or represented, in accordance with the voting majority stipulated in paragraph 21.3 of the present Article. In any case, the General Assembly shall always be constituted of at least two (2) natural persons physically or virtually present.
21.3 Unless otherwise stipulated in these Statutes, decisions of the General Assembly shall be validly adopted if they obtain at least a majority of fifty percent (50%) plus one (1) vote of the votes cast by the Full Members present or represented.
21.4 Blank votes, invalid votes and abstentions shall not be counted. The Full Member whose Representative is the President shall have the decisive vote and in its absence (whether represented or not), the Full Member whose Representative is the President-Elect or the Full Member whose Representative is the Past-President. If the Full Member whose Representative is the President and the Full Member whose Representative is the President-Elect or the Full Member whose Representative is the Past-President are both absent (whether represented or not), the Full Member whose Representative has been designated by the Executive Committee to chair the General Assembly shall have the decisive vote.
21.5 The votes are issued verbally, or by a show of hands, unless a secret ballot is requested by at least one third (1/3) of the Full Members present or represented.
Provided that the possibility to participate to the General Assembly via electronic means of communication is mentioned in the convening notice, a duly convened meeting of the General Assembly shall be validly held even if all or some of the Members are not physically present or represented, but participate in the deliberations via any electronic means of communication that allow the Members to directly hear each other and directly speak to each other, such as a telephone, video or web conference. The Board of Directors shall set up the practical procedures to organise this in practice. In such a case, the Members shall be deemed present. The members of the bureau of the General Assembly (which is at least the chairperson of the General Assembly) cannot only participate in the General Assembly via electronic means of communication and shall also be present physically at the place where the meeting of the General Assembly is being held.
21.6 Provided that the possibility to vote via electronic means is mentioned in the convening notice, the Full Members may vote via electronic means during a meeting of the General Assembly. The Board of Directors shall take the necessary steps allowing the Full Members to vote electronically. The Board of Directors shall set up the practical procedures to organise this in practice, and shall ensure that the system for electronical voting used allows for (i) the identification of the Full Members having expressed their vote and (ii) the control of compliance with the prescribed time limit.
21.7 The minutes of the General Assembly shall mention any technical problems and incidents that prevented or disrupted participation via electronic means of communication in the General Assembly or in the vote.
Article 22. Written Procedure
22.1 Except for the amendment of these Statutes, the General Assembly may take decisions via unanimous written procedure (which means regular/registered mail or any other means of written communication (including email, application or platform on a website)). In that case, the convening formalities referred to in Article 20 of these Statutes do not have to be complied with.
22.2 For this purpose, the President, upon request of the Board of Directors, and with the assistance of the Chief Executive Director, shall send a notice, including (i) the agenda and (ii) the proposals for the decisions to be taken via regular means of communication to (aa) all Full Members (bb), possibly and only upon decision of the President, all Associate Members, and (cc) all directors, with request to the Full Members to vote on the proposals and to send their vote(s) back via the mean of written communication designated by the Board of Directors and within the time limit mentioned in the notice.
22.3 If the votes in favour of all of the Full Members regarding the items on the agenda are not received/submitted within the time limit mentioned in the notice, the decisions are deemed not to be taken.
22.4 For the purpose of the present Article, Full Members are not allowed to grant proxies to other Full Members.
22.5 The decisions taken via written procedure are deemed to come into force on the date mentioned on the notice sent to the Full Members, possibly the Associate Members, and the directors.
22.6 The decisions taken via written procedure shall be sent via regular means of communication by the Chief Executive Officer to the Members.
22.7 The directors and the statutory auditor, if any, may take note of all decisions taken via the procedure of written procedure at their request.
Article 23. Register of Minutes
23.1. Minutes shall be drawn up at each meeting of the General Assembly. They shall be approved and signed by the President and kept in a register of minutes. Copies of resolutions shall be sent via regular means of communication by the President to the Members. The register of minutes shall be kept at the registered office of the Association where all Members may consult it, without, however, displacing it.
23.2. The detailed procedures regarding the draw up and the approval of the minutes shall be determined in the internal rules, if any.
TITLE VI. Board of Directors
Article 24. Composition
24.1 The Association shall be administered by a Board of Directors composed of fifteen (15) directors. A director is therefore, in other words, a member of the Board of Directors.
24.2 The Board of Directors shall be composed as follows:
(a) The President is as of right a director;
(b) The President-Elect, if any, is as of right a director;
(c) The Past-President, if any, is as of right a director;
(d) A Co-Chair of the Patient Advisory Committee is as of right a director; and
(e) Twelve (12) directors being elected by the General Assembly.
24.3 No Full Member shall have more than one (1) Representative, being a director, except if a Representative of the Full Member has been elected as or is President-Elect, President, or Past-President. In a such case, a Full Member may have two (2) Representatives being directors. Not taking into account the Co-Chair of the Patient Advisory Committee, at least six (6) directors shall be Representatives of Full Members which have a membership-base consisting of individuals and an exclusive interest in cancer.
24.4 Each director shall, at the time of their election, be part of the top management body, either in a volunteer or paid capacity, of a Full Member.
24.5 Except for the directors referred to in paragraph 24.2 (a), (b), (c) and (d) of the present Article who are respectively elected by the General Assembly and the Patient Advisory Committee in accordance with Article 32 and Article 49 of these Statutes, the General Assembly shall elect the directors. Their mandate shall be non-remunerated. The Association shall cover all reasonable travel and accommodation expenses incurred by the directors to attend the meetings of the Board of Directors. The term of office of the directors is a two (2) year term, renewable on a consecutive basis once.
24.6 The President-Elect shall be elected by the General Assembly in even years (i.e. for a term beginning in the following odd year), while all other directors except for the directors referred to in paragraph 24.2 (a), (c) and (d) of the Present Article, except in the case of vacancy, shall be elected by the General Assembly in odd years (i.e. for a term beginning in the following even years).
24.7 For the directors referred to in paragraph 24.2, (e) of the present Article, each Full Member may propose one (1) candidate director to the Chief Executive Officer at least forty-four (44) calendar days in advance of a meeting of the General Assembly at which one or more director(s) will be elected. The Chief Executive Officer shall inform the Full Members as soon as a new election by the General Assembly is necessary. The Chief Executive Officer, taking into account the criteria set out in paragraphs 24.2, 24.3 and 24.4 of the present Article, shall draw up a list of all proposed candidate directors. The list shall be attached to the agenda of the meeting of the General Assembly at which one or more director(s) will be elected. The list shall indicate for each proposed candidate director the criteria set out in paragraphs 24.2, 24.3 and 24.4 of the present Article. If there is no list or an incomplete list of candidate directors, the General Assembly may freely elect without any formality one or more director(s) out of the Representatives of the Full Members, taking into account the criteria set out in paragraphs 24.2, 24.3 and 24.4 of the present Article. The detailed procedures for the election of directors shall be determined in the internal rules, if any.
24.8 At the occasion of each election of directors, the candidates proposed by the Full Members to be elected as directors by the General Assembly who have not been elected by the General Assembly shall constitute a reserve of candidates proposed by the Full Members in case of application of the paragraph 24.12 of the present Article (hereafter: “Reserve”). The candidates constituting the Reserve shall be ranked according to the number of votes they have obtained at the election.
24.9 The mandate of a director terminates by expiry of his/her directorship. The mandate of a director terminates as of right and with immediate effect, (i) by death or incapacity, or (ii) if the Full Member the director represents, for whatever reason, ceases to be a Full Member, or (iii) if the Full Member the director represents, is in a situation of judicial administration, or bankruptcy, judicial reorganisation, dissolution or liquidation, or is subject to insolvency proceedings of a similar nature under the laws of any jurisdiction, or (iv) if the Full Member the director represents, has substantially modified its activities, or (v) if a director does no longer meet the criteria set out in paragraphs 24.2, 24.3 and 24.4 of the present Article.
24.10 The mandate of a director also terminates upon dismissal by the General Assembly. The General Assembly may dismiss a director at any time and shall not give reasons for its decisions, without any compensation or cost becoming due by the Association, and provided that the director concerned is convened at the meeting and has received the possibility to defend his/her position during the meeting of the General Assembly and prior to the voting on the dismissal.
24.11 The directors are also free to resign from their office at any time by submitting, via special means of communication, their resignation to the President. In case of termination of the mandate of a director for whatever reason, except the cases of automatic termination of the mandate of a director, or dismissal, the director shall continue performing the duties of his/her office until he/she has been replaced within sixty (60) calendar days.
24.12 Except for the directors referred to in paragraph 24.2 (a), (b), (c) and (d) of the present Article who are respectively elected by the General Assembly and the Patient Advisory Committee in accordance with Article 32 and Article 49 of these Statutes, if the mandate of a director ceases before its term, for whatever reasons, the Board of Directors shall appoint (by co-optation) as director the candidate director having obtained the highest number of votes from the Reserve which was constituted at the election of the replaced director for the remainder of the term of the replaced director provided that the director appointed (by co-option) fulfils the criteria set out in the paragraphs 24.2, 24.3 and 24.4 of the present Article. The appointment (by co-option) shall be submitted for approval to the next meeting of the General Assembly. In case the General Assembly does not approve the appointment (by co-option) of a new director of the Board of Directors, this decision shall have no retroactive effect.
24.13 Except for the directors referred to in paragraph 24.2 (a), (b), (c) and (d) of the present Article who are respectively elected by the General Assembly and the Patient Advisory Committee in accordance with Article 32 and Article 49 of these Statutes, if the mandate of a director ceases before its term, for whatever reason, and if there is no Reserve, the Reserve has been exhausted, or the Reserve is only composed of candidates who do not fulfil the criteria set out in the paragraphs 24.2, 24.3 and 24.4 of the present Article, the Full Members shall propose to the Board of Directors, in accordance with the procedure described in the paragraph 24.7 of the present Article, a new qualified candidate to be appointed (by co-option) by the Board of Directors at its next meeting for the remainder of the term of the replaced director, provided that the director appointed (by co-option) fulfils the criteria set out in in the paragraphs 24.2, 24.3 and 24.4 of the present Article. The appointment (by co-option) shall be submitted for approval to the next meeting of the General Assembly. In case the General Assembly does not approve the appointment (by co-option) of a new director by the Board of Directors, this decision shall have no retroactive effect.
24.14 In case of termination of the mandate of a director for whatever reason, the director shall have no claims for compensation from the Association or from its assets, without prejudice to the mandatory labour law provisions and the services agreement provisions, if applicable.
24.15 The Board of Directors shall be chaired by the President. If the President is unable or unwilling to chair the Board of Directors, the Board of Directors shall be chaired by the President-Elect or the Past-President. If the President and the President-Elect or the Past-President are both unable or unwilling to chair the Board of Directors, the Board of Directors shall be chaired by the director present designated for this purpose by the Executive Committee.
24.16 The Board of Directors shall invite the following persons to attend the meetings of the Board of Directors as ex-officio non-voting members of the Board of Directors:
(a) The chairs of any of the Committees, Working Group(s) and/or Task Force(s); and
(b) The Chief Executive Officer.
24.17 The Board of Directors may invite one or more third party(ies) to attend without voting rights one or more meeting(s) or part(s) of meeting(s) of the Board of Directors.
Article 25. Powers
25.1 The Board of Directors shall have all powers necessary to accomplish the purpose of the Association, except for the powers that are specifically granted to other bodies of the Association by law or these Statutes. The Board of Directors shall act as a collegial body (in French: “organe collégial” / in Dutch: “collegiaal orgaan”).
25.2 The Board of Directors shall in particular have the following powers:
(a) The transfer of the Association’s registered office when it does not imply a change of language of these Statutes according to the legal provisions governing the use of official languages in Belgium;
(b) The general management and administration of the Association;
(c) The monitoring of the budget expenditures and the allocation of the budget;
(d) The execution of the decisions of the General Assembly;
(e) The proposal of admission and exclusion of Members to the General Assembly;
(f) The acknowledgement of the resignation of a Member pursuant to paragraphs 11.1, 11.2 and 11.3 of these Statutes;
(g) The decision to suspend the membership rights of a Member concerned by an exclusion procedure in accordance with Article 11 of these Statutes;
(h) The decision to suspend part or all the membership rights of a Member in accordance with Article 11 of these Statutes;
(i) The election of a co-opted director in accordance with the paragraphs 24.11 and 24.12 of these Statutes;
(j) The election and dismissal of the Treasurer and of the Past Treasurer;
(k) The appointment and dismissal of the Chief Executive Officer, including the discharge to be given;
(l) The confirmation of the election of the Co-Chairs of the Patient Advisory Committee;
(m) The election of the Co-Chair of the Patient Advisory Committee that will be, as of right, a director;
(n) The proposal of the amount of the membership fees and the calculation method of the membership fees to the General Assembly;
(o) The decision to adjust the amount of the membership fees of the Associate Members up to a maximum inflation rate according to the Belgian consumer price index;
(p) Upon receipt of the draft annual working plan, the draft annual accounts and the draft budget prepared by Chief Executive Officer and reviewed by the Executive Committee, the finalisation and approval of these documents that must be submitted to the General Assembly for approval, with the exception of the annual working plan;
(q) The adoption, the amendment, and the revocation of the internal rules, if any;
(r) The adoption of propositions to be submitted to the General Assembly;
(s) The proposal to amend these Statutes to the General Assembly;
(t) The proposal to dissolve the Association to the General Assembly;
(u) The overseeing of the work and the performance of the Chief Executive Officer;
(v) The overseeing of the work and the performance of the Executive Committee;
(w) The decisions regarding the affiliations and the collaboration agreements to be entered into in accordance with Article 5 of these Statutes;
(x) The determination of the functioning rules of the Patient Advisory Committee and the overseeing of the work and the performances of the Patient Advisory Committee; and
(y) The decisions to establish, dissolve and determine the working and governance rules of, and delegate tasks to one or more Working Group(s), Committee(s) and/or Task Force(s) and the overseeing of this/these.
25.3 Each year, before the approval of the annual accounts by the Ordinary General Assembly, the Board of Directors shall report to the Ordinary General Assembly on the annual activity of the Association which includes at least information regarding (i) the use of the budget, (ii) the setting of the calculation method and the amount of the annual membership fees, and (iii) the activities of the Association.
25.4 At any time, the Board of Directors may delegate specific powers to one or more director(s) or other persons or bodies, with or without sub-delegation powers to the legal extent possible.
Article 26. Meetings
26.1 The Board of Directors shall meet every time the interests of the Association so require and at least one (1) time a year, upon convening by the President or at the request of two (2) directors, acting jointly, and at such time and place as determined in the convening notice. If the President is unable or unwilling to convene the Board of Directors, the Board of Directors shall be convened by the President-Elect or the Past-President. If the President and the President-Elect or the Past-President are both unable or unwilling to convene the Board of Directors, the Board of Directors shall be convened by the director designated for this purpose by the Executive Committee.
Article 27. Proxies
27.1. Each director shall have the right, via regular means of communication, to give a proxy to another director, to be represented at a meeting of the Board of Directors. No director may hold more than one (1) proxy.
Article 28. Convening Notices. Agenda
28.1. The convening notices for the Board of Directors shall be notified to the directors by the Chief Executive Officer via regular means of communication at least fifteen (15) calendar days before the meeting of the Board of Directors. The convening notices shall mention the date, time, and place of the meeting of the Board of Directors. In addition, the convening notices shall mention if the directors can vote electronically. The agenda and the material documents necessary for the discussion shall be attached to the convening notices. The agenda of the meetings of the Board of Directors shall be prepared by the Chief Executive Officer and adopted by the President. If the President is unable or unwilling to adopt the agenda, the agenda shall be adopted by the President-Elect or the Past-President. If the President and the President-Elect or the Past-President are both unable or unwilling to adopt the agenda, the agenda shall be adopted by the director designated for this purpose by the Executive Committee.
28.2. Each director shall have the right to propose an additional item to be included on the agenda of the Board of Directors, which shall be notified via regular means of communication to the President and Chief Executive Officer at least five (5) calendar days before the meeting. In such a case, the President or Chief Executive Officer shall inform the directors of the additional item(s) on the agenda of the Board of Directors via regular means of communication at least three (3) calendar days before the meeting of the Board of Directors.
28.3. No vote shall be cast regarding an item that is not listed on the agenda.
28.4. Each director shall have the right, before, during or after a meeting of the Board of Directors, to waive the convening formalities and periods required by the present Article. Unless he/she disagrees, any director present or represented at a meeting of the Board of Directors shall be considered to have been regularly convened to this meeting.
Article 29. Presence Quorum. Voting Majority. Votes
29.1. Unless otherwise stipulated in these Statutes, the Board of Directors shall be validly constituted when at least half of the directors are present or represented. In any case, the Board of Directors shall always be constituted of at least two (2) directors.
29.2 If at least half of the directors are not present or represented at the first meeting, a second meeting of the Board of Directors may be convened pursuant to Article 28 of these Statutes, at least fifteen (15) calendar days after the first meeting of the Board of Directors. The second meeting of the Board of Directors shall validly deliberate irrespective of the number of directors present or represented, in accordance with the voting majority stipulated in paragraph 29.3 of the present Article.
29.3 Unless otherwise stipulated in these Statutes, decisions of the Board of Directors shall be validly adopted if they obtain at least a majority of fifty percent (50%) plus one (1) vote of the votes cast by the directors present or represented. Each director shall have one (1) vote.
29.4 Blank votes, invalid votes and abstentions shall not be counted. In the event of a tie, the President shall have the decisive vote and in his/her absence (whether represented or not), the President-Elect or the Past-President. If the President and the President-Elect or the Past-President are both absent (whether represented or not), the director present designated for this purpose by the Executive Committee shall have the decisive vote.
29.5 A duly convened meeting of the Board of Directors shall be validly held even if all or some of the directors are not physically present or represented, but participate in the deliberations via any electronic means of communication that allow the directors to directly hear each other and directly speak to each other, such as a telephone, video, or web conference. The Chief Executive Officer shall set up the practical procedures to organise this in practice. In such a case, the directors shall be deemed present.
29.6 Provided that the possibility to vote via electronic means is mentioned in the convening notice, the directors may vote via electronic means during a meeting of the Board of Directors. The Chief Executive Officer shall take the necessary steps allowing the directors to vote electronically. The Chief Executive Officer shall set up the practical procedures to organise this in practice, and shall ensure that the system for electronical voting used allows for (i) the identification of the directors having expressed their vote and (ii) the control of compliance with the prescribed time limit.
Article 30. Written Procedure
30.1 The Board of Directors may take decisions via written procedure (which means regular/registered mail or any other means of written communication (including email, application or platform on a website)). In that case, the convening formalities referred to in Article 28 of these Statutes do not have to be complied with.
30.2 For this purpose, the Chief Executive Officer, upon request of the President or two (2) directors acting jointly, shall send a notice, including (i) the agenda and (ii) the proposals for the decisions to be taken via regular means of communication to all directors, with request to the directors to vote on the proposals and to send their vote(s) back via the mean of written communication designated by the Chief Executif Director and within the time limit mentioned in the notice.
30.3 The decisions are deemed to have been taken if (i) at least fifty percent (50%) of the directors have sent their vote(s) back via the mean of written communication designated by the Chief Executive Officer within the time limit, and (ii) if the items on the agenda have obtained at least a majority of fifty percent (50%) plus one vote of the votes cast by the directors having sent their vote(s) back via the mean of written communication designated by the Chief Executive OFficer. Blank votes, invalid votes and abstentions shall not be counted. In the event of a tie, the decisions are deemed not to be taken.
30.4 For the purpose of the present Article, directors are not allowed to grant proxies to other directors.
30.5 The decisions taken by written procedure are deemed to come into force on the date mentioned on the notice sent to the directors.
30.6 The decisions taken via written procedure shall be sent via regular means of communication by the Chief Executive Officer to the directors.
Article 31. Register of Minutes
31.1. Minutes shall be drawn up at each meeting of the Board of Directors. They shall be approved and signed by the President and kept in a register of minutes. Copies of resolutions shall be sent via regular means of communication by the Chief Executive Officer to the directors. The register of minutes shall be kept at the registered office of the Association where all directors may consult it, without, however, displacing it.
31.2. The copies of minutes of the Board of Directors to be delivered to third parties shall be signed by the director(s) entitled to represent the Association in accordance with Article 52 of these Statutes.
31.3. The detailed procedures regarding the draw up and the approval of the minutes shall be determined in the internal rules, if any.
TITLE VII. President-Elect, President, Past-President, Treasurer and Past-Treasurer
Article 32. Election and function of the President-Elect, President and Past-President
32.1. The President-Elect, President, Past-President shall be three (3) distinct natural persons, being three (3) distinct Representatives of Full Members and, at the time of their election, being part of the top management body, either in a volunteer or paid capacity, of a Full Member. Their mandate shall be non-remunerated.
32.2. The President-Elect shall be elected by the General Assembly in even years (i.e. for a term beginning in the following odd year), while all other directors except for the directors referred to in paragraph 24.2 (a), (c) and (d), except in the case of vacancy, shall be elected by the General Assembly in odd years (i.e. for a term beginning in the following even years). The term of office of the President-Elect is a one (1) year term, not renewable.
32.3. Once the mandate of the President-Elect has terminated, except the cases of automatic termination of directorship or dismissal, the President-Elect shall become as of right the President. The term of office of the President is a two (2) year term, not renewable.
32.4. Once the mandate of the President has terminated, except the cases of automatic termination of directorship or dismissal, the President shall become as of right the Past-President. The term of office of the Past-President is a one (1) year term, not renewable.
32.5. If the mandate of the President ceases before his/her term, for whatever reason, and there is a President-Elect, the President-Elect shall become as of right the President for the remainder of the term. After having performed the remainder of the term of the mandate as President, the President-Elect who has become the President shall perform a new term of office of two (2) year term, not renewable.
32.6. If the mandate of the President ceases before his/her term, for whatever reason, and there is no President-Elect, the Past-President shall become as of right the President until the General Assembly has elected a new President for the remainder of the term. The General Assembly that shall elect a new President shall be held at the latest ninety (90) calendar days following the date on which the Past-President became the new President.
32.7. If the mandate of the President ceases before his/her term, for whatever reason, and there is neither a President-Elect nor a Past-President, the Board of Directors shall appoint one of the directors as President until the General Assembly has elected a new President for the remainder of the term. The General Assembly that shall elect a new President shall be held at the latest ninety (90) calendar days following the date on which the director appointed by the Board of Directors became the new President.
32.8. If the mandate of the President-Elect ceases before his/her term, for whatever reason other than if he/she replaces the President as provided for in paragraph 32.5 of the present Article, the General Assembly shall elect a President-Elect, for the remainder of the term of the replaced President-Elect.
32.9. If the mandate of the Past-President ceases before his/her term, for whatever reason, no new Past-President shall be elected as Past-President for the remainder of the term.
32.10. The mandate of the President-Elect, the President and the Past-President terminates by expiry of the term of their mandate or, as of right and with immediate effect, by expiry of their directorship. The mandate of the President-Elect, the President, the Past-President terminates as of right and with immediate effect, (i) by death or incapacity, or (ii) if the President-Elect, the President, the Past-President does no longer meet the criteria set out in paragraph 32.1 of the present Article.
32.11. The General Assembly may further dismiss the President-Elect as President-Elect, the President as President and the Past-President as Past-President at any time and shall not give reasons for its decisions, without any compensation or cost becoming due by the Association, and provided that the President-Elect, President or Past-President concerned is convened at the meeting and has received the possibility to defend his/her position during the meeting of the General Assembly and prior to the voting on the dismissal. The concerned President-Elect, President or Past-President shall not participate in the deliberation of the General Assembly regarding such decision or action, and also not to the relevant voting.
32.12. The President-Elect, President and Past-President are also free to resign from their office at any time by submitting, via special means of communication, their resignation to the Board of Directors. In case of the end of the mandate of the President-Elect or the President for whatever reason, except the cases of automatic termination of the directorship, or dismissal, the President-Elect or the President as the case may be shall continue performing the duties of his/her office until the General Assembly/Board of Directors has provided in his/her replacement within ninety (90) calendar days, without prejudice to the mandatory labour law provisions and services agreement provisions, if applicable.
32.13. In case of termination of the mandate of the President-Elect, President, or Past-President, for whatever reason, the President-Elect, President, or Past-President, as the case may be, shall have no claims for compensation from the Association or from its assets, without prejudice to the mandatory labour law provisions and services agreement provisions, if applicable.
Article 33. Election and Function of the Treasurer and Past-Treasurer
33.1. The Treasurer and Past-Treasurer shall be two (2) distinct natural persons, being two (2) distinct Representatives of Full Members, being also distinct of the President-Elect, President, and Past-President. Their mandate shall be non-remunerated.
33.2. The Board of Directors shall elect a Treasurer amongst the directors. The term of office of the Treasurer is a two (2) year term, renewable on a consecutive basis once.
33.3. Once the mandate of the Treasurer has terminated, except the cases of automatic termination of directorship or dismissal, the Treasurer shall become as of right the Past-Treasurer. The term of office of the Past-Treasurer shall last until the first Ordinary General Assembly taking place after he/she became the Past-Treasurer.
33.4. If the mandate of the Treasurer ceases before his/her term, for whatever reason, the Board of Directors shall freely elect a new Treasurer, for the remainder of the term of the replaced Treasurer. The mandate performed by a new Treasurer for the remainder of a term pursuant to paragraph 33.6 of the present Article, shall not be taken into account for the computation of terms of office as referred to in the present Article.
33.5. If the mandate of the Past-Treasurer ceases before his/her term, for whatever reason, no new Past-Treasurer shall be elected as Past-Treasurer for the remainder of the term.
33.6. The mandate of the Treasurer and the Past-Treasurer terminates by expiry of the term of their mandate or, as of right and with immediate effect, by expiry of their directorship. The mandate of the Treasurer and the Past-Treasurer terminates as of right and with immediate effect, (i) by death or incapacity, or (ii) if the Treasurer and the Past-Treasurer does no longer meet the criteria set out in paragraph 33.1 of the present Article.
33.7. The Board of Directors may further dismiss the Treasurer as Treasurer and the Past-Treasurer as Past-Treasurer at any time and shall not give reasons for its decisions, without any compensation or cost becoming due by the Association, and provided that the Treasurer or Past-Treasurer concerned is convened at the meeting and has received the possibility to defend his/her position during the meeting of the Board of Directors and prior to the voting on the dismissal. The concerned Treasurer or Past-Treasurer shall not participate in the deliberation of the Board of Directors regarding such decision or action, and also not to the relevant voting.
33.8. The Treasurer and Past-Treasurer are also free to resign from their office at any time by submitting, via special means of communication, their resignation to the Board of Directors. In case of the end of the mandate of the Treasurer for whatever reason, except the cases of automatic termination of the directorship, or dismissal, the Treasurer, as the case may be, shall continue performing the duties of his/her office until the Board of Directors has provided in his/her replacement within ninety (90) calendar days, without prejudice to the mandatory labour law provisions and services agreement provisions, if applicable.
33.9. In case of termination of the mandate of the Treasurer or Past-Treasurer for whatever reason, the Treasurer or Past-Treasurer, as the case may be, shall have no claims for compensation from the Association or from its assets, without prejudice to the mandatory labour law provisions and services agreement provisions, if applicable.
Article 34. Powers of the President-Elect, President, Past-President, Treasurer and Past-Treasurer
34.1. The President shall have the powers specifically granted to him/her by these Statutes. In particular, the President shall have the following powers:
(a) Developing strategic collaborative relationships with key external organisations;
(b) Determining the Association’s strategies and policies, including (i) the lead of the strategic planning process and priority setting for the Association and (ii) promoting the development of the Association;
(c) Collaborating with the bodies of the Association in defining, developing, or directing the development of the Association on significant issues;
(d) Deciding to invite Associate Members to attend a meeting of the General Assembly and to send the notice of a written procedure of the General Assembly to the Associate Members;
(e) Facilitating the development of cohesive, goal oriented members of the governing bodies and a strong collaboration relationship between the bodies of the Association and the Chief Executive Officer;
(f) Adopting the agenda of the meetings of the General Assembly and the Board of Directors, after preparation by the Chief Executive Officer;
(g) Presiding over the meetings of the General Assembly, the Board of Directors, and the Executive Committee;
(h) Signing and approving the minutes of the meetings of the General Assembly, the Board of Directors, and the Executive Committee;
(i) Acting as a conciliator when differences of opinion occur, both within the Association and vis-à-vis third parties;
(j) In the event of a tied vote, having the casting vote within the Board of Directors and the Executive Committee; and
(k) Acting as principal representative at an international level and on ceremonial occasions of the Association in the public relations of the Association, particularly regarding communication with third parties.
34.2. The President-Elect shall have the powers specifically reserved for him/her by these Statutes and by the Board of Directors. As a general rule, the President-Elect shall have the following powers:
(a) Replacing the President in his/her absence;
(b) Closely collaborating with the President on the work of the Association; and
(c) Ensuring the continuity of the presidency.
34.3 The Past-President shall have the powers specifically granted to him/her by these Statutes and by the Board of Directors. As a general rule, the Past-President shall ensure the continuity of the presidency, during a period of one (1) year, with the President.
34.4 The Treasurer shall have the powers specifically granted to him/her by these Statutes and by the Board of Directors. As a general rule, the Treasurer shall have the following powers:
(a) The supervision of the Chief Executive Officer in its supervision of the financial affairs of the Association and its report to the Board of Directors;
(b) The advice regarding the development of an annual budget for the activities of the Association to the Board of Directors;
(c) The presentation of an annual financial report to the General Assembly; and
(d) The monitoring of the financial state of the Association and its information to the Board of Directors.
34.5 The Past-Treasurer shall have the powers specifically granted to him/her by these Statutes and by the Board of Directors. As a general rule, the Past-Treasurer shall ensure the continuity of the financial affairs of the Association with the Treasurer.
TITLE VIII. Executive Committee
Article 35. Composition
35.1 The Executive Committee shall be composed of minimum three (3) and up to maximum five (5) members.
35.2 The Executive Committee shall be composed as follows:
(a) The President is as of right a member of the Executive Committee;
(b) The President-Elect, if any, is as of right a member of the Executive Committee;
(c) The Past-President, if any, is as of right a member of the Executive Committee;
(d) A Co-Chair of the Patient Advisory Committee is as of right a member of the Executive Committee; and
(e) Up to two (2) members of the Executive Committee being directors.
35.3 Except for the members of the Executive Committee referred to in paragraph 35.2 (a), (b), (c) and (d) of the present Article who are respectively elected by the General Assembly and the Patient Advisory Committee in accordance with Article 32 and Article 49 of these Statutes, the Board of Directors shall elect the members of the Executive Committee amongst the directors. The mandate of the members of the Executive Committee shall be non-remunerated. Except for the members of the Executive Committee referred to in paragraph 35.2 (a), (b), (c) and (d) of the present Article who are respectively elected by the General Assembly and the Patient Advisory Committee in accordance with Article 32 and Article 49 of these Statutes, the term of office of the members of the Executive Committee is a two (2) year term, renewable on a consecutive basis once.
35.4 The mandate of a member of the Executive Committee terminates by expiry of his/her/its membership of the Executive Committee. The mandate of a member of the Executive Committee terminates as of right and with immediate effect, (i) by death or incapacity, or (ii) if a member of the Executive Committee does no longer meet the criteria set out in paragraph 35.2 of the present Article.
35.5 The mandate of a member of the Executive Committee also terminates upon dismissal by the Board of Directors. The Board of Directors may dismiss a member of the Executive Committee at any time and shall not give reasons for its decisions, without any compensation or cost becoming due by the Association, and provided that the member of the Executive Committee concerned is convened at the meeting and has received the possibility to defend his/her position during the meeting of the Board of Directors and prior to the voting on the dismissal.
35.6 The members of the Executive Committee are also free to resign from their office at any time by submitting, via special means of communication, their resignation to the Board of Directors. In case of termination of the mandate of a member of the Executive Committee for whatever reason, except the cases of automatic termination of the mandate of a member of the Executive Committee, or dismissal, the member of the Executive Committee shall continue performing the duties of his/her office until he/she has been replaced within sixty (60) calendar days.
35.7 Except for the members of the Executive Committee referred to in paragraph 35.2 (a), (b), (c) and (d) of the present Article who are respectively elected by the General Assembly and the Patient Advisory Committee in accordance with Article 32 and Article 49 of these Statutes, if the mandate of a member of the Executive Committee ceases before its term, for whatever reason, the Board of Directors may freely appoint (by co-optation) a new member of the Executive Committee for the remainder of the term, provided that the member of the Executive Committee appointed (by co-optation) fulfils the criteria for the composition of the Executive Committee of the replaced member of the Executive Committee. The first upcoming meeting of the Board of Directors following the co-optation shall confirm the mandate of the member of the Executive Committee appointed (by co-optation). If the mandate of the member of the Executive Committee appointed (by co-optation) is confirmed by the Board of Directors, said member of the Executive Committee shall complete the term of office of the replaced member of the Executive Committee, except if the Board of Directors otherwise decides. If the mandate of the member of the Executive Committee appointed (by co-optation) is not confirmed by the Board of Directors, the mandate of said member of the Executive Committee will come to an end immediately after the meeting of the Board of Directors, without prejudice to the regularity of the composition of the Executive Committee until that date.
35.8 In case of termination of the mandate of a member of the Executive Committee for whatever reason, the member of the Executive Committee shall have no claims for compensation from the Association or from its assets, without prejudice to the mandatory labour law provisions and the services agreement provisions, if applicable.
35.9 The Executive Committee shall be chaired by the President. If the President is unable or unwilling to chair the Executive Committee, the Executive Committee shall be chaired by the President-Elect or the Past-President. If the President and the President-Elect or the Past-President are both unable or unwilling to chair the Executive Committee, the Executive Committee shall be chaired by the member of the Executive Committee present designated for this purpose by the Executive Committee.
35.10 The Executive Committee shall invite the Chief Executive Officer to attend the meetings of the Executive Committee as an ex-officio non-voting member of the Executive Committee.
35.11 The Executive Committee may invite one or more third party(ies) to attend without voting rights one or more meeting(s) or part(s) of meeting(s) of the Executive Committee.
Article 36. Powers
36.1 The Executive Committee shall have the powers specifically granted to it by these Statutes. In particular, the Executive Committee shall have the following powers:
(a) The non-strategic decisions outside the scope of the Chief Executive Officer;
(b) Prepare the meetings of the Board of Directors;
(c) Make proposals to the Board of Directors;
(d) The execution of the decisions of the Board of Directors;
(e) The determination of the composition and functioning rules of the Nominations Committee and the overseeing of the work and the performances of the Nominations Committee;
(f) Upon receipt of the draft annual working plan, the draft annual accounts and the draft budget from the Chief Executive Officer, the review of these documents that must be submitted to the Board of Directors for prior approval before final approval of the General Assembly, with the exception of the annual working plan;
(g) The determination of a replacement in the absence of the President, the President-Elect, or the Past-President; and
(h) The proposal to establish, dissolve and determine the working and governance rules of, and delegate tasks to one or more Working Group(s), Committee(s) and/or Task Force(s) to the Board of Directors.
36.2 At any time, the Executive Committee may delegate specific powers to one or more member(s) of the Executive Committee or other persons or bodies, with or without sub-delegation powers to the legal extent possible.
36.3 The Executive Committee shall always act under the responsibility of the Board of Directors and shall report periodically to the Board of Directors on its actions and activities, and/or at the request of the Board of Directors.
Article 37. Meetings
37.1 The rules regarding the meetings of the Board of Directors provided for in Article 26 of these Statutes shall apply mutatis mutandis to the meetings for the Executive Committee.
Article 38. Proxies
38.1. The rules regarding the right for each director to give a proxy to another director provided for in Article 27 of these Statutes shall apply mutatis mutandis to the right of each member of the Executive Committee to give a proxy to another member of the Executive Committee.
Article 39. Convening Notices. Agenda
39.1 The rules regarding the convenings of the meetings of the Board Directors and the establishment of the agenda of the meetings of the Board of Directors provided for in Article 28 of these Statutes shall apply mutatis mutandis to the convenings of the meetings of the Executive Committee and the establishment of the agenda of the meetings of the Executive Committee.
39.2 The rules regarding the right to propose an additional item to be included on the agenda of the Board Directors provided for in Article 28 of these Statutes shall apply mutatis mutandis to the right to propose an additional item to be included on the agenda of the Executive Committee.
39.3 Each member of the Executive Committee shall have the right, before, during or after a meeting of the Executive Committee, to waive the convening formalities and periods required by the present Article. Unless he/she disagrees, any member of the Executive Committee present or represented at a meeting of the Executive Committee shall be considered to have been regularly convened to this meeting.
Article 40. Presence Quorum. Voting Majority. Votes
40.1 Unless otherwise stipulated in these Statutes, the Executive Committee shall be validly constituted when at least half of members of the Executive Committee are present or represented. In any case, the Executive Committee shall always be constituted of at least three (3) members of the Executive Committee.
40.2 Unless otherwise stipulated in these Statutes, decisions of the Executive Committee shall be validly adopted if they obtain at least a majority of fifty percent (50%) plus one (1) vote of the votes cast by the members of the Executive Committee present or represented. Each member of the Executive Committee shall have one (1) vote.
40.3 Blank votes, invalid votes and abstentions shall not be counted. In the event of a tie, the President shall have the decisive vote and in his/her absence (whether represented or not), the President-Elect or the Past-President present shall have the decisive vote.
40.4 A duly convened meeting of the Executive Committee shall be validly held even if all or some of the members of the Executive Committee are not physically present or represented, but participate in the deliberations via any means of telecommunication that allow members of the Executive Committee to directly hear each other and directly speak to each other, such as a telephone, video, or web conference. In such a case, the members of the Executive Committee shall be deemed present.
Article 41. Written Procedure
41.1 The rules regarding the written procedure of the Board Directors provided for in Article 30 of these Statutes shall apply mutatis mutandis to the written procedure of the Executive Committee.
Article 42. Register of Minutes
42.1 The rules regarding the minutes of the Board of Directors provided for in Article 31 of these Statutes shall apply mutatis mutandis to the minutes of the Executive Committee.
TITLE IX. Chief Executive Officer
Article 43. Appointment and function of the Chief Executive Officer
43.1 The Board of Directors shall appoint a natural person or legal entity, not being a director and not being a Representative, as Chief Executive Officer. His/her/its office may be remunerated. When a legal entity is appointed as Chief Executive Officer, the latter shall appoint amongst its shareholders, members, directors, or employees a permanent representative, being a natural person, in charge of the execution of the mission of Chief Executive Officer in the name and on behalf of the legal entity. The Association shall cover all reasonable expenses exposed by the Chief Executive Officer. The Chief Executive Officer’s mandate may be of a definite or indefinite duration. The terms and conditions of his/her/its office shall be determined by the Board of Directors.
43.2 The mandate of the Chief Executive Officer terminates as of right and with immediate effect, (i) by death or incapacity, or (ii) if the Chief Executive Officer is under judicial administration, in bankruptcy, in judicial reorganisation, in dissolution or in liquidation, or is subject to insolvency proceedings of a similar nature under the laws of any jurisdiction.
43.3 The Board of Directors may dismiss the Chief Executive Officer at any time and possibly with immediate effect, without (i) having to give reasons to its decision, (ii) any compensation or cost becoming due by the Association, and (iii) prejudice to the mandatory labour law provisions and services agreement provisions, if applicable.
43.4 The Chief Executive Officer is free to resign from his/her/its office at any time by submitting, via special means of communication, his/her/its resignation to the Board of Directors, without prejudice to the mandatory labour law provisions and services agreement provisions, if applicable. In case of termination of the mandate of the Chief Executive Officer for whatever reason, except the cases of automatic termination of the mandate of the Chief Executive Officer or dismissal, the Chief Executive Officer shall continue performing the duties of his/her/its office until the Board of Directors has provided in his/her/its replacement within ninety (90) calendar days, without prejudice to the mandatory labour law provisions and services agreement provisions, if applicable.
43.5 In case of the end of the mandate of the Chief Executive Officer for whatever reason, the Chief Executive Officer shall have no claims for compensation from the Association or from its assets, without prejudice to the mandatory labour law provisions and services agreement provisions, if applicable.
43.6 The Chief Executive Officer may attend all meetings of the General Assembly, Board of Directors, and Executive Committee in her or his capacity as Chief Executive Officer, in an ex-officio non-voting capacity, unless otherwise decided 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.
Article 44. Powers of the Chief Executive Officer
44.1 The Chief Executive Officer shall have the powers specifically granted to him/her/it by these Statutes. In particular, the Chief Executive Officer shall have the following powers:
(a) The daily management of the Association, within the approved budget;
(b) The hiring and the dismissal of the employees of the secretariat of the Association;
(c) Oversee the implementation of the strategic plan of the Association by developing annual action plans and metrics to ensure the continued relevance to the membership of existing activities, as well as exploring the development of new services and programmes to serve the membership;
(d) Ensure that the programmes and services of the Association are consistent with the highest professional standards and meet the needs of the Members;
(e) Confer as necessary with legal and/or other advisors to seek guidance when developing various programmes and make recommendations for implementing such programmes based on this guidance;
(f) The development of mechanisms to admit new Members and retain Members;
(g) Inform the President, the Board of Directors and the Executive Committee about significant issues that could impact on the ability of the Association to fulfil its strategic objectives;
(h) Propose ways of driving the growth of the Association through diversification of funding and the development of new revenue sources;
(i) In cooperation with the Board of Directors, the implementation of the European policies in the Association;
(j) In cooperation with the President, the coordination, and the organisation of the meetings of the General Assembly, of the Board of Directors and of the Executive Committee;
(k) The delegation of tasks to the secretariat of the Association and the overseeing of it;
(l) The oversee of the negotiation of contracts, agreements and partnerships with suppliers and sponsors;
(m) The submission of the applications for admission to membership to the Board of Directors;
(n) The execution of the decisions of the Board of Directors and of the Executive Committee;
(o) The sending of the convening notices of the General Assembly, the Board of Directors, and the Executive Committee;
(p) After consultation with the Treasurer, the preparation of the draft annual working plan, the draft annual accounts and the draft budget that must be submitted to the Executive Committee for review and finalisation;
(q) Upon instruction of the Board of Directors, the assumption of any other duties as agreed with the Board of Directors;
(r) The supervision of the financial affairs of the Association, under the supervision of the Treasurer; and
(s) The overseeing of all aspects of the communication within and of the Association in general.
44.2 The Chief Executive Officer shall always act under the responsibility of the Board of Directors and within the approved budget. The Chief Executive Officer shall report periodically to the Board of Directors on his/her/its actions and activities, and/or at the request of the Board of Directors.
TITLE X.Nominations Committee
Article 45. Powers
45.1 The Nominations Committee shall have the powers specifically granted to it by these Statutes. In particular, the Nominations Committee shall have the following powers:
i. Planning and implementing the procedure for the selection of the President-Elect;
ii. Reviewing the nominations and the programme submitted by each candidate;
iii. Summarising the strategic proposals to advance the mission of the Association, the particular values, and the suitability of each candidate; and
iv. Presenting the pre-selected candidates to the General Assembly.
45.2 The Nominations Committee shall always act under the responsibility of the Executive Committee. The Nominations Committee shall report periodically to the Executive Committee on its actions and activities, and/or at the request of the Executive Committee.
Article 46. Composition and Functioning
46.1. The Executive Committee shall determine among other items the composition, conduct of meetings and governance, convening modalities and drafting of agendas, presence quorums, voting majorities and voting procedures, and drafting of minutes of the Nominations Committee.
TITLE XI. Patient Advisory Committee
Article 47. Powers
47.1. The Patient Advisory Committee (“PAC”) shall have the powers specifically granted to it by these Statutes. In particular, the Patient Advisory Committee shall have the following powers:
(a) The election and dismissal of the Co-Chairs of the Patient Advisory Committee;
(b) Promote the interests of cancer patients, their families, and caregivers in all bodies of the Association;
(c) Emphasising the strong commitment of the Association to put patients at the centre of its activities; and
(d) Seek to position patient interests at the core of all the initiatives of the Association by fostering an open dialogue with the Board of Directors.
47.2. The Patient Advisory Committee shall always act under the responsibility of the Board of Directors. The Patient Advisory Committee shall report periodically to the Board of Directors on its actions and activities, and/or at the request of the Board of Directors.
Article 48. Composition and Functioning
48.1. The Board of Directors, in consultation with the Co-Chairs of the Patient Advisory Committee, shall determine (among any other items) the composition, the conduct of meetings and governance, convening modalities and drafting of agendas, presence quorums, voting majorities and voting procedures, and drafting of minutes of the Patient Advisory Committee.
Article 49. Co-Chairs of the Patient Advisory Committee
49.1 The Co-Chairs of the Patient Advisory Committee shall be two (2) distinct natural persons. Their mandate shall be non-remunerated. Their term of office is a two (2) year term, renewable on a consecutive basis once. An additional term of office can be performed by each Co-Chair of the Patient Advisory Committee in exceptional circumstances to ensure some degree of continuity in the Patient Advisory Committee.
49.2 The Patient Advisory Committee shall elect two (2) Co-Chairs of the Patient Advisory Committee amongst the members of the Patient Advisory Committee, in accordance with the composition and election procedure provided for by the Board of Directors in the internal rules, if any.
49.3 The Board of Directors shall confirm the election of the Co-Chairs of the Patient Advisory Committee, following their election by the Patient Advisory Committee. The Board of Directors shall elect, among the Co-Chairs of the Patient Advisory Committee, one (1) Co-Chair of the Patient Advisory Committee to be as of right a director.
49.4 Each new Co-Chair of the Patient Advisory Committee who is elected by the Patient Advisory Committee to replace a Co-Chair of the Patient Advisory Committee, whose mandate has terminated before the expiry of its term, shall only be elected for the remainder of the term of the Co-Chair of the Patient Advisory Committee being replaced.
49.5 The mandate of the Co-Chairs of the Patient Advisory Committee terminates by expiry of the term of their mandate.
49.6 The Patient Advisory Committee may further dismiss a Co-Chair of the Patient Advisory Committee, at any time and shall not give reasons for its decisions, without any compensation or cost becoming due by the Association, and provided that the Co-Chair of the Patient Advisory Committee concerned has received a convening notice for the meeting and has received the possibility to defend his/her position during the meeting of the Patient Advisory Committee and prior to the voting on the dismissal. The concerned Co-Chair of the Patient Advisory Committee shall not participate in the deliberation of the Patient Advisory Committee regarding such decision or action, and also not to the relevant voting.
49.7 Each Co-Chair of the Patient Advisory Committee is also free to resign from his/her office at any time by submitting, via special means of communication, their resignation to the Patient Advisory Committee. In case of the end of the mandate of a Co-Chair of the Patient Advisory Committee for whatever reason, except the cases of automatic termination of the directorship, or dismissal, the Co-Chair of the Patient Advisory Committee who has tendered his/her resignation shall continue performing the duties of his/her office until the Patient Advisory Committee has provided in his/her replacement within ninety (90) calendar days, without prejudice to the mandatory labour law provisions and services agreement provisions, if applicable.
49.8 In case of termination of the mandate of a Co-Chair of the Patient Advisory Committee for whatever reason, the concerned Co-Chair of the Patient Advisory Committee shall have no claims for compensation from the Association from for its assets, without prejudice to the mandatory labour law provisions and services agreement provisions, if applicable.
TITLE XII. Working Group(s), Committee(s) and/or Task Force(s)
Article 50. Working Group(s), Committee(s) and/or Task Force(s)
50.1 The Board of Directors may establish, dissolve and delegate tasks to one or more Working Group(s), Committee(s) and/or Task Force(s). The Working Group(s), Committee(s) and/or Task Force(s) shall have a supporting role to the Board of Directors on specific issues. The Board of Directors shall determine amongst others the mission, composition, powers, conduct of meetings and governance, convening modalities and drafting of agendas, presence quorum, voting majority and voting procedures, and drafting of minutes of the Working Group(s), Committee(s) and/or Task Force(s).
50.2 The Working Group(s), Committee(s) and/or Task Force(s) shall not represent the Association vis-à-vis third parties.
50.3 The Working Group(s), Committee(s) and/or Task Force(s) shall always act under the responsibility of the Board of Directors and shall report periodically to Board of Directors on its/their activities, and/or at the request of the Board of Directors.
50.4 The Working Group(s), Committee(s) and/or Task Force(s) may invite one or more third party(ies) to attend without voting rights one or more meeting(s) or part(s) of meeting(s) of the Working Group(s), Committee(s) and/or Task Force(s).
TITLE XIII. Liability
Article 51. Liability
51.1. The directors, the President, the President-Elect, the Past-President, the Treasurer, and the Chief Executive Officer are not personally bound by the commitments of the Association. Their liability shall be limited to the execution of their assigned tasks and the faults committed in the (non-) performance of their duties and tasks.
51.2. The Members, in their capacity of Members, shall not be held liable for the commitments taken on by the Association.
TITLE XIV. External representation of the Association
Article 52. External representation of the Association
52.1 The Association shall be validly represented vis-à-vis third parties and with regard to all judicial and extra-judicial deeds by two (2) persons acting jointly out the following persons:
(a) The President;
(b) The Treasurer; and
(c) The Chief Executive Officer.
52.2 Within the framework of daily management, the Association shall also be validly represented vis-à-vis third parties and with regard to all judicial and extra-judicial deeds by the Chief Executive Officer, acting alone.
52.3 None of the aforementioned persons must justify his/her/its powers vis-à-vis third parties.
52.4 In addition, the Association shall also be validly represented vis-à-vis third parties, within the framework of their mandates, by one or more proxy-holder(s) duly mandated by the Board of Directors, or, by two (2) persons acting jointly out the following persons:
(a) The President;
(b) The Treasurer; and
(c) The Chief Executive Officer;
or, within the framework of daily management, by the Chief Executive Officer, acting alone.
TITLE XV. Internal Rules and Procedures
Article 53. Internal Rules and Procedures
53.1 To detail and complete the provisions of these Statutes, the Board of Directors may adopt, amend and/or revoke internal rules.
53.2 On the date of the last amendments to these Statutes, the last version of the internal rules has been adopted on 9 March 2022.
53.3 The Board of Directors is further entitled to adopt Board of Directors internal procedures and any other kind of statement that falls within the scope of its powers.
TITLE XVI. Financial Year. Annual Accounts. Budget. Auditing of the Annual Accounts
Article 54. Financial Year
54.1. The financial year of the Association shall run from 1 January to 31 December.
Article 55. Annual Accounts. Budget
55.1. The Board of Directors shall establish each year the draft annual accounts of the past financial year, as well as the draft budget for the next financial year. The currency of the Association shall be the euro for the annual accounts and all other official accounting, tax, and legal documents.
55.2. Each year, within six (6) months following the end of the financial year, the Board of Directors shall submit the draft annual accounts and the draft budget to the Ordinary General Assembly for approval.
55.3. The draft annual accounts and the draft budget shall be circulated amongst all Members at least thirty (30) calendar days before the Ordinary General Assembly.
55.4. The Board of Directors may 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.
Article 56. Auditing of the Annual Accounts
56.1. If the law requires so, the General Assembly shall appoint a statutory auditor, chosen between the members of the Belgian “Institut des Réviseurs d’Entreprise / Instituut der Bedrijfsrevisoren”, for a three (3) year term.
56.2. If the Association is not required by law to appoint a statutory auditor, the General Assembly may still appoint a statutory auditor or an external accountant to audit the annual accounts.
56.3. The statutory auditor or the external accountant, as the case may be, shall draw up an annual report on the annual accounts of the Association. This report shall be submitted to the Ordinary General Assembly before the approval of the annual accounts.
TITLE XVII. Amendments to these Statutes
Article 57. Amendments to these Statutes
57.1. The proposal to amend these Statutes shall emanate from the Board of Directors or from at least one-fifth (1/5) of the Full Members. The General Assembly can validly decide on amendments to these Statutes only if (i) at least two-thirds (2/3) of the Full Members are present or represented and (ii) the decisions to amend obtain at least a majority of three fourth (3/4) of the votes cast by the Full Members present or represented. Blank votes, invalid votes and abstentions shall not be counted.
57.2. If at least two-thirds (2/3) of the Full Members are not present or represented at the first meeting, a second meeting of the General Assembly may be convened pursuant to Article 20 of these Statutes, at least thirty (30) calendar days after the first meeting of the General Assembly. The second meeting of the General Assembly shall validly deliberate, irrespective of the number of Full Members present or represented, in accordance with the voting majority stipulated in paragraph 57.1 of the present Article, and decide on the amendments. However, the General Assembly shall always be composed of at least two (2) natural persons physically or virtually present.
57.3. The main terms of any proposal to amend these Statutes shall be explicitly mentioned in the agenda or a separate document both included in or attached to the convening notice to (i) the Full Members, (ii), possibly and only upon decision of the President, the Associate Members, and (iii) the directors.
57.4. The date on which the amendments to these Statutes shall enter into force shall be determined in the internal rules, if any, or by the decision of the General Assembly regarding the amendments to these Statutes.
57.5. Any decision of the General Assembly relating to the amendments of these Statutes is subject to the additional requirements imposed by applicable law. In particular, when the law requires it, the amendments to these Statutes must be acknowledged by a Royal Decree or recorded in a notarial deed.
TITLE XVIII. Dissolution. Liquidation
Article 58. Dissolution. Liquidation
58.1. The proposal to dissolve the Association shall emanate from the Board of Directors or from at least one-fifth (1/5) of the Full Members. The General Assembly can validly decide on the dissolution of the Association only if (i) at least two-thirds (2/3) of the Full Members are present or represented and (ii) the decision obtains at least a majority of three fourth (3/4) of the votes cast by the Full Members present or represented. Blank votes, invalid votes and abstentions shall not be counted.
58.2. If at least two-thirds (2/3) of the Full Members are not present or represented at the first meeting, a second meeting of the General Assembly may be convened pursuant to Article 20 of these Statutes, at least thirty (30) calendar days after the first meeting of the General Assembly. The second meeting of the General Assembly shall validly deliberate, irrespective of the number of Full Members present or represented, in accordance with the voting majority stipulated in paragraph 58.1 of the present Article, and decide on the dissolution. However, the General Assembly shall always be composed of at least two (2) natural persons physically or virtually present.
58.3. Any proposition to dissolve the Association shall be explicitly mentioned in the agenda included in or attached to the convening notice to (i) the Full Members, (ii), possibly and only upon decision of the President, the Associate Members, and (iii) the directors.
58.4. Upon the dissolution and liquidation of the Association, the General Assembly shall decide upon: the appointment of one or more liquidator(s), the decision-making process of the liquidators if several liquidators are appointed, and the scope of his/her/its/their powers. Failing the appointment of one or more liquidator(s), all the directors shall be deemed to be jointly in charge of the Association’s liquidation.
58.5. The General Assembly shall also decide upon the allocation of the liquidation balance of the Association, provided however that the liquidation balance of the Association may only be allocated to a disinterested purpose being the same or similar to the one of the Association as provided for in Article 3 of these Statutes.
TITLE XIX. Varia
Article 59. Notifications
59.1. Any notice or other communication under or in connection with these Statutes shall be written in English, subject to compliance with the legal provisions governing the use of official languages in Belgium. Additionally, with respect of the sending of any notice or communication under or in connection with these Statutes, the terms below shall be defined as follows:
- “Regular means of communication” means regular mail or any other means of written communication (including email); and
- “Special means of communication” means registered mail or any other means of written communication (including email), with acknowledgment of receipt.
Article 60. Computation of Time
60.1. For the use of the computation of time limits set out in these Statutes, the terms below shall be defined as follows:
- “Month(s)” mean(s) (a) calendar month(s); and
- “Calendar day(s)” mean(s) that when calculating a period of notice, this period excludes the calendar day when the notice is given or deemed to be given and the calendar day for which it is given or on which it is to take effect.
Article 61. Abstentions
61.1. For the determination of the voting majorities set out in these Statutes, “abstentions shall not be counted” means that (i) the person having abstained shall not be taken into account in the number of persons present or represented on the basis of which the voting majority shall be calculated and (ii) the abstention shall neither be considered as a vote “in favour” nor a vote “against” the proposed decision.
Article 62. Conflict of Interests
62.1. The internal rules, if any, shall contain a specific procedure on how to define and regulate the conflicts of interest between the directors and the officers and the Association.
Article 63. Varia
63.1. Anything that is not provided for in these Statutes or the internal rules, if any, shall be governed by the provisions of Book 10 and any other provisions applicable to international non-profit associations of the companies and associations Code of March 23, 2019. In the event there is a conflict between these Statutes and the internal rules, if any, internal procedures, or any other kind of rules of the Association, these Statutes shall prevail.
63.2. Membership of the Association does not imply or represent any endorsement by the Association of a Member or of an activity undertaken by a Member. Members shall not use the Association’s name and logo(s) in any manner unless they received a prior and written authorisation from the Board of Directors to do so. Members shall have no claim from the Association’s assets.
63.3. For the performance of their duties, directors may elect domicile at the registered office of the Association.
63.4. The business of the Association shall be conducted in English, without prejudice to applicable legal obligations. These Statutes are written in French and English, but only the French version shall be the official text.
Article 64. Transitional Provision
64.1 Recognising the impact of the adoption of these Statutes regarding, amongst others, the membership categories, by derogation to Article 7.1 of these Statutes, any Full Member at the time of the adoption of these Statutes which does not meet all the full membership criteria shall have the right to remain a Full Member.
Updated: February 2024
[1] The WHO-European Region includes the following countries: Albania, Andorra, Armenia, Austria, Azerbaijan, Belarus, Belgium, Bosnia and Herzegovina, Bulgaria, Croatia, Cyprus, Czechia, Denmark, Estonia, Finland, France, Georgia, Germany, Greece, Hungary, Iceland, Ireland, Israel, Italy, Kazakhstan, Kyrgyzstan, Latvia, Lithuania, Luxembourg, Malta, Monaco, Montenegro, Netherlands, Norway, Poland, Portugal, Republic of Moldova, Romania, Russian Federation, San Marino, Serbia, Slovakia, Slovenia, Spain, Sweden, Switzerland, Tajikistan, North Macedonia, Turkey, Turkmenistan, Ukraine, United-Kingdom and Uzbekistan.
