Articles of association of Scriptie vzw

Memorandum of association of Scriptie vzw (non-profit association)

 

between the undersigned:



Ides Debruyne (Ghent)
Kurt Vandenberghe (Zellik)
Joris Pollet (Sint-Lambrechts-Woluwe)
Paul Decroos (Oostende)

All of  Belgian nationality

It has been agreed:

With this memorandum the undersigned declare to set up a non-profit association. As part of this agreement the aforementioned persons agree on the following articles of association, which will be regarded as the articles of association of this Association:

 

 

Art. 1. The name of the Association is 'Scriptie vzw'.

Art. 2. The Association has its registered office at Zellik, Rozenweg 4b and comes in the judicial district of Brussels.

The registered office can be moved to anywhere within the judicial district of Brussels by the General Assembly, with due regard for the formalities prescribed by these articles of association concerning amendments to the articles.

Art. 3. The objects of the Association are:

- to stimulate science and innovation;

- to enhance the cooperation between the academic and the professional world;

- to draw attention to dissertations and other written works of college and university students;

- to point out the possibilities of a career in journalism;

- to promote an underestimated literary genre in the Flemish Literatures: the literary non-fiction;

- to encourage the media to use the knowledge of students, colleges and universities.

In addition to this, the Association may encourage any activities which, directly or indirectly, contribute to the realisation of the objects mentioned in these articles of association, including commercial and profitable activities within the limits of what is legally permissible and whose proceeds shall be used to realise the aformentioned objects.

Art. 4. The Association shall be constituted for an undetermined period of time, but may be dissolved at all times.

Art. 5.

There is no limit on the number of members, but the minimum number of active members of the Association is three people. The undersigned founders are the first active members.

The Association consists of active members and associated members. Membership of active members is restricted to associations that have a primary focus on commercial activities. The associated members have the same rights as the active members except that associated members do not have the right to vote at the General Assembly. Active members' names will be written in the register, held at the registered office. A copy must, as stipulated in art. 26, paragraph, §1, 3° of the current legislation, be lodged at the registry of the commercial court. In case of amendments in the composition of the Association, a copy of the register must be lodged, within a month, starting from the anniversary of the lodging of the articles of association. The statutory regulations only apply to the active members. Associated members can only partake in the activities of the vzw. They do not hold the right to vote at the General Assembly. The rights and duties of new members will be stipulated in the internal regulations.

Art. 6.

Any person wishing to become a member of the Association must submit a written request to the chairman of the Board. All decisions relating to the acceptance of a new member are at the discretion of the General Assembly.

Art. 7.

The Board may accept other persons as honorary members, protective members, supporting members or advising members. These members are considered as non-active members, whose rights and duties are stipulated in the internal regulations.

Art. 8.

The annual membership fee is € 10 000.

Art. 9.

Membership will be terminated if a member submits a written resignation to the Board.

Art. 10.

Any member whose membership is terminated or ceased, shall not be entitled to any of the funds of the Association or any of the objects or goods relinquished by the member concerned, nor shall the member be entitled to repayment of any fees.

 

Art. 11.

The Association shall be governed by a Board consisting of no less than three members, who may or may not be members of the Association.

Art. 12.

Members of the Board shall be appointed for an undetermined period of time.

Art. 13.

The members of the Board shall be appointed by the General Assembly and can be dismissed by the General Assembly at any time. Membership of the Board can be terminated if a member submits a written resignation to the Board.

 

The members of the Board shall not be remunerated for their services.

 

Election, re-election, resignation, dismissal or removal must be published in the month they are made, in the appendices of the Belgian Bulletin of Acts, Orders and Decrees.

Art. 14.

The membership of the Board shall be terminated once the end of the appointment period is reached, or if the member is dismissed or resigns from the Board. In order to ensure continuity in the functioning of the Association, the Board members continue to carry out their duties until a new council member is appointed.

 

The Board meets after being convened by the chairman or by two members of the Board.

 

The meetings of the Board shall be chaired by the Chairman or, should he be absent or otherwise prevented from carrying out his duties, by the eldest of the members present.

 

Art. 16.

The Board is a collegial body. Decisions shall be legitimate as long as at least one half of the Board members are present or represented at the meeting. Decisions are taken by means of a qualified majority vote, and require a simple majority of votes cast. In case of an equality of votes, the vote of the Chairman of the Board shall be decisive.

Art. 17.

Minutes shall be taken at each meeting, and these shall be signed by the Chairman and the Secretary and kept in a register especially for this purpose. All extracts from and copies of the minutes shall be signed and certified as true by the Chairman and the Secretary of the Board. Should they be absent, or prevented from carrying out their duties, this becomes the responsibility of two other members of the Board.

Art. 18.

The Board manages the affairs of the Association and posesses all the powers, except those reserved exclusively for the General Assembly. The Board has the full power to perform actions relating to management and issuing orders and to represent the Association as either the prosecution or the defence in all legal proceedings.

 

The Board may appoint and dismiss members of the staff and has the right to determine their remunerations.

 

The Board shall have the right to delegate specific matters to one of its members, or, with the consent of the General Assembly, to a committee or to other persons, members or not.

 

The Board may issue internal regulations, if it considers them necessary and useful.

 

The Board may, if it considers it necessary, designate a representative or director, responsible for the administration. This person is responsible for the current affairs and the daily correspondence, and can make legally valid decisions towards the 'Bestuur der Postchecks', the public and private bank institutions and all other institutions.

Art. 19.

Board members, acting on behalf of the Board, should not make it apparent to third parties that any decision has been taken or that they hold any authority to do so.

 

The General Assembly has, on August 16. 2005, appointed the following persons as authorised representatives:

 

Kurt Vandenberghe (Zellik)

 

Joris Pollet (Sint-Lambrechts-Woluwe)

 

Paul Decroos (Oostende)

 

Art 20.

The General Assembly shall be composed of all active members, and will be chaired by the chairman of the Board, or by the eldest of the members present.

 

Every member may be represented on the General Assembly by another member. One member can only represent one other member.

 

All active members shall have equal voting rights, each active member has only one vote.

Art. 21.

The functions of the General Assembly are restricted to:

 

- amending the articles of association;

 

- appointing and dismissing members;

 

- appointing and dismissing auditors and determining their salary, should they be due one;

 

- granting discharge to the directors and members of the supervisory board;

 

- approving the budget and the accounts;

 

- making decisions regarding the dissolution of the Association;

 

- making decisions regarding membership;

 

- transforming the Association into a VSO ('social purpose company');

 

- all cases in which these articles of association call for it.

Art. 22.

The General Assembly will be convened by the Board whenever the aims of the Association call for it.

 

The General Assembly must meet at least once a year, before the approval of the accounts of the previous year and before the approval of the budget of the next year.

Art. 23.

The General Assembly shall be convened as quickly as possible, after closing the calendar year.

Art. 24.

The Board is obliged to convene the General Assembly if at least one fifth of the active members request it. These members must send a registered letter to the Board, mentioning the agenda items they wish to discuss. The Board is obliged to convene the General Assembly within fifteen workdays and must place the points raised onto the agenda.

Art. 25.

The invitations to the General Assembly must be signed by the Chairman, or by two auditors of the Board. All active members must be invited with a regular letter, or registered letter, at least eight workdays before the meeting will be held.

Art. 26.

All members shall be invited to the General Assembly by post, and the invitations shall contain the day, time, place and agenda of the General Assembly. The Board must also place points requested by at least one twentieth of the active members on the agenda. These members must make the request at least two workdays before the meeting. Subjects which are not on the agenda shall not be discussed.

Art. 27.

In regular cases, decisions shall be taken by means of a qualified majority vote, and require a simple majority of votes cast in proxy or by person. In case of an equality of votes, the vote of the Chairman is decisive. Should he or she be absent or otherwise prevented from carrying out his duties, it will depend on the person chairing at that time.

Art. 28.

Amendments to the articles of association can only be made if that amendment has been placed onto the agenda in detail and if two thirds of the active members are present or represented at the meeting. In cases where fewer than two thirds of the active members were present or represented at the initial meeting, a second meeting may be convened in which the General Assembly can take a legal decision, no matter how many members are present or represented. This subsequent meeting, however, cannot take place within fifteen calendar days following the initial meeting. Decisions concerning any amendments to the articles of association can only be made if there is a majority of two thirds of the votes cast in person or by proxy, as well on the initial as on the second meeting. In order to make an amendment to the objects of the Association, at least two thirds of the active or represented members must be present. Any amendment to the objects can only be accepted with a majority of four fifths of the votes cast in person or by proxy.

 

Any amendment to the articles of association must be lodged at the registry of the commercial court. Within thirty days after lodging, this amendment must be published in the appendices of the Belgian Bulletin of Acts, Orders and Decrees.

Art. 29.

The dissolution of the Association calls for the same procedure as when amending the objects of the Association, as is stipulated in art 28.

Art. 30.

A majority of two thirds of the votes must be present when excluding a member. In case of expulsion a member must be invited to the meeting, in order to be able defend him/herself, and this point must also be placed on the agenda.

Art. 31.

Minutes shall be taken at each meeting, and these shall be signed by the Chairman and the Secretary of the Board. The minutes shall be kept in a register designed especially for this purpose.

 

The members and interested third parties may inspect the decisions of the General Assembly in the register. All extracts from and copies of the minutes shall be signed and certified as true by the Chairman and the Secretary or by two auditors, or should they be absent and/or otherwise prevented from carrying out their duties, by two members of the General Assembly.

 

Art. 32.

The fiscal year shall run from the first of January to the thirty-first of December of the same year.

 

Every year the Board shall put together the annual accounts and prepare a proposal for the budget of the next fiscal year. These shall be presented to the General Assembly.

 

Art. 33.

Excepting in cases of dissolution involving the courts, or in cases of ipso jure dissolution, only the General Assembly shall be authorised to make decisions regarding the dissolution. Two thirds of the members must be present or represented and the decision can only be accepted with a majority of four fifths of the votes cast in person or by proxy. The dissolution must be mentioned explicitly on the agenda of the General Assembly.

 

If fewer than two thirds of the active members were present or represented at the initial meeting, a second meeting may be convened in which the General Assembly can take a legal decision, no matter how many members are present or represented. The voluntary dissolution can only be accepted with a majority of four fifths of the votes cast in person or by proxy.

 

 

Should the decision be made to dissolve the Association, the General Assembly, or should the General Assembly fail to make a decision, the court, shall appoint one or more liquidators. She will also decide upon the liquidation terms.

 

The net asset value remaining after the settlement of debts and payment of all expenses, shall be transferred to an other association with similar aims and a similar focus.

The decision to dissolve the Association, and to appoint and determine the appointment of the liquidators will lodged at the registry of the commercial court. The decision to dissolve the Association must be published within thirty days after it is made, in the appendices of the Belgian Bulletin of Acts, Orders and Decrees.

Art. 34.

In case of any dispute regarding the articles of association and in general anything not provided for in these articles, reference is made to the law of June 21, 1921 changed by the law of May 2, 2002.

 

This act was issued privately in Zellik, on August 16, 2005 in 5 originals.

 

 (signed)

 

Mr Ides Debruyne

 

Mr Paul Decroos

 

Mr Joris Pollet

 

Mr Kurt Vandenberghe