10 July 2020
Name, Registered Office, Purpose, Object, Duration
Article 1. Name
Per the provisions of the Code of Companies and Associations, a non-profit association, abbreviated as ASBL, is established under the name “House of Democracy – Forum for Human Centered Development”, abbreviated as “House of Democracy” or “HOD”. The full or abbreviated names may be used together or separately.
All acts, invoices, announcements, publications and other documents issued by the association must mention the name preceded or followed immediately by the words “non-profit association” or the acronym “ASBL” written legibly and in full, as well as the address of the association’s headquarters.
Article 2. Headquarter
The registered office of the association is established in the Brussels-Capital Region.
Any transfer of the registered office of the association must be deposited at the clerk’s office of the company court of the place of the registered office of the association and published in the Annexes of the Moniteur Belge.
Administrative offices may be created, in Belgium or abroad, by decision of the Board of Directors.
Article 3. Disinterested purpose and object
The association, which is devoid of any profit motive, has the following disinterested objectives
To raise awareness, and promote public awareness and understanding of the benefits of democracy and the rule of law (justice) for better life and governance and the role of people-centred development in this regard.
Advocate, raise awareness and generate evidence of the benefit of democracy and the rule of law for people’s development, economy, well-being, wealth and happiness.
Empower, ensuring that association members, individuals or organizations, are empowered and supported to be active in advocating for democracy and the rule of law and have the opportunities and channels to do so effectively.
Engage, and work closely with the association’s partners and relevant stakeholders on the ground to ensure that the principles of democracy and the rule of law are comprehensively represented and reflected in policy and all decision-making processes – ensuring a multi-stakeholder approach with civil society taking the lead.
In order to achieve this disinterested goal, the association has the following activities, both in Belgium and abroad, on its own behalf or on behalf of its members:
- to use all means of awareness existing at the time of the activity, including educational material, presence at fairs, conferences, and meetings;
- Engage in all available media, including social media;
- Establish direct person-to-person interactions, including training of various audiences;
- Advocate and use any means to achieve the respective goals of the advocacy initiatives;
- Establish and maintain networks, and cooperate with all partners active around the issue of democracy, research, promotion or support of democracy.
The association is not established or operated for private purposes and any income, profits or assets of the association shall be used solely in pursuit of the purpose of the association.
The association may employ such a number of paid staff as is necessary to accomplish its purposes when adequate funding is provided. Before employing staff, the association shall establish binding guidelines to ensure that only highly trained, experienced individuals of the highest professional standards are employed.
In order to carry out its objectives, the association may acquire, receive and manage any movable or immovable property, solicit any funding, such as grants, receive any donations and bequests and dispose of any contributions, grants, loans and other income or funds, whether or not periodically allocated. It may take an interest by way of association, contribution, merger, financial intervention or otherwise in any company, association or enterprise whose object is identical, similar or related to its own or likely to promote the activities and objectives described above.
It may act as administrator or liquidator in other associations or other non-profit legal entities.
Any form of revenue derived from the activities of the association shall be used solely for the furtherance of the purpose of the association. Accordingly, any assets shall be used solely to further the purposes of the association.
Any attempt to circumvent the non-profit nature of the association or to circumvent the above rules on the use of revenues obliges the Board of Directors and the General Assembly to take immediate action to oust anyone involved in such acts or operations, i.e. to exclude members who are involved in such acts and to terminate contracts with staff also involved.
Article 4. Duration
The association is constituted for an unlimited duration.
Members
SECTION I : ADMISSION
Article 5. Members
§1 The association is composed of Active Members and Associate Members.
The number of members may not be less than three (3), of which at least three (3) are Full Members.
§2 The following are Full Members
- The founders;
- Persons who are admitted as Full Members in accordance with Article 6, §1 of these Articles of Association and who may be the following persons:
- Citizens (natural persons) of any origin;
- Civil society organizations or NGOs;
- Think Tanks;
- Universities;
- Governments and administrations at all levels, including the local level.
§3 Associate Members are
- Persons who are Observer Members or Honorary Members and who are admitted as Associate Members in accordance with Article 6, §2 of these Bylaws.
§4 Associate Members do not have the right to vote at meetings and enjoy only the rights and obligations set forth in these By-Laws.
§5 The criteria for membership, the verification procedures and the grounds for exclusion of Members are more fully described in the Internal Regulations of the association.
§6 Members are free to speak and vote at meetings to which they are invited, in accordance with the bylaws and the internal rules contained in the association’s internal rules of order.
§7 The total number of Members is unlimited.
Article 6. Admission procedure
§1. Admission as a Full Member
To be admitted as a Full Member, the person who meets the conditions stipulated in the previous article, on the proposal of the Board of Directors and with the approval of the General Assembly.
To this end, the candidate must send to the Board of Directors, by ordinary mail or by e-mail to the association’s e-mail address, a motivated request indicating his identity while presenting a concept in which field of activity and by means of which concrete activities the candidate member will support the objectives of the association in order to achieve its purpose.
Within one month of receiving this letter, the board of directors must convene the general assembly to decide on the application.
Within one month after the general assembly has met and taken a decision, the board of directors notifies the applicant by ordinary mail or e-mail of the answer to the application.
The General Assembly may refuse the application, giving reasons. The refusal of approval is without appeal.
§2 Admission as a Member
To be admitted as a Member, the person who meets the conditions stipulated in the previous article must obtain the approval of the Board of Directors.
To this end, the applicant shall send to the Board of Directors, by ordinary mail or by e-mail to the association’s e-mail address, a motivated request indicating his identity.
Within one month of receipt of this letter, the Board of Directors will notify the applicant, by regular mail or e-mail, of the answer reserved for his application.
The Board of Directors may refuse the application, giving reasons. The refusal of approval is without appeal.
SECTION II : RESIGNATION, EXCLUSION
Article 7. Resignation
§1 Each Full Member or Member of the association is free to resign provided that he gives six (6) months’ notice. He/she shall, however, remain liable for the payment of the membership fee for the year in which he/she resigns.
This resignation must be addressed to the Board of Directors by ordinary mail to the headquarters of the association or by e-mail to the association’s e-mail address.
A Full Member or Member who fails to pay dues within one month of a written request to do so by regular mail or by e-mail to the e-mail address provided to the association shall be deemed to have resigned.
(§ 2 is missing in the original French version)
§3 A resigning Full Member or Member may not claim any assets of the association and may not claim reimbursement of his or her contribution and dues.
§4 resigning Full Member or Member may not claim or request any statement, rendering of accounts, sealing or inventory.
Article 8. Exclusion
§1 The association may, upon the proposal of the board of directors, exclude a Full Member or a Member for just cause or for one or more of the following reasons:
- not performing what he/she undertook to perform upon admission in furtherance of the purpose of the association and/or not contributing to the progress of the association by not attending the meetings to which he/she has been invited in his/her capacity as a member of the association;
- not paying the membership fee;
- act against the interests of the association, either directly or indirectly, by any action or expression of opinion against the objectives of the association.
§2 Only the general assembly is competent to pronounce the exclusion of a Full Member. The exclusion must be indicated in the convocation.
The Full Member whose exclusion is requested must be heard at the general assembly. Moreover, he has the right to make his observations known in writing before the general assembly, after the communication of the proposal of exclusion which will have been made to him by the board of directors.
The exclusion of a Full Member can only be pronounced by the general assembly in compliance with the conditions of quorum and the majority required for the modification of the statutes.
§3 The Board of Directors is competent to decide on the exclusion of a Full Member. The proposal for exclusion shall be communicated to the Member concerned by e-mail to the e-mail address that he/she has communicated to the association. If the Member concerned has chosen to communicate with the association by mail, the proposal shall be communicated to him/her by registered mail.
The Member whose exclusion is requested has the right to make his or her observations known in writing to the Board of Directors within one month of the communication of the exclusion proposal.
§4 The board of directors shall communicate the decision of exclusion to the Full Member or Member concerned within fifteen days by e-mail to the e-mail address that he/she has communicated to the company. If the member has chosen to communicate with the corporation by mail, the decision shall be communicated to him by registered mail.
§5 An expelled Full Member or Member shall have no claim to the assets of the corporation and shall not be entitled to a refund of his or her contribution and dues.
§6 An expelled Full Member or Member may not claim or request any statement, accounting, sealing or inventory.
Article 9. Membership Dues
Full Members and Associate Members shall pay an annual membership fee, which may be different for each category of membership. The amount of this fee is fixed by the General Assembly. It may not exceed two thousand euros (€ 2.000,00) per year. The annual membership fee for individuals shall not exceed one hundred euros (€ 100.00) and for students shall not exceed twenty euros (€ 20.00).
SECTION III : ADMINISTRATION, CONTROL
Article 10. Composition of the Board of Directors
The association shall be administered by a board of directors consisting of at least the minimum number of members required by law and no more than seven (7) members. Among the seven (7) members, there are three (3) executive members forming the board.
The members of the board shall be natural persons only. They shall be appointed to these positions provided that they meet the criteria and conditions of quality and experience included in the association’s internal regulations and that they commit to devoting a significant portion of their time to the exercise of these functions. The procedure for selecting candidates may be detailed in the bylaws. Candidates shall be selected primarily from among the members of the association who are free to apply for these positions. The same applies in the event of a vacancy on the Board of Directors.
The directors are appointed by the general assembly for a maximum of five (5) years.
At the time of the constitution of the association, the term of office of the members of the board shall vary in such a way that one director’s term of office expires each year during the first five (5) years with the aim of electing a new member of the board each year for a term of office of five (5) years.
The general meeting may terminate the term of office of any director at any time, with immediate effect and without cause. The criteria for immediate dismissal may be detailed in the internal regulations.
Outgoing directors are eligible for re-election.
The term of office of retiring directors who are not re-elected shall cease immediately after the general meeting which has carried out the re-election.
Each member of the board of directors can resign by simple notification to the board of directors. He may himself do whatever is necessary to make the end of his mandate effective against third parties.
Every director is obliged to continue to exercise his mission after his resignation until a replacement has been provided for him after a reasonable period.
Article 11. Chairmanship of the board of directors
The Board of Directors shall elect a Chairman from among its members.
The board may also appoint a vice-president and a treasurer who is also the secretary. These three persons shall be the executive members of the Board of Directors who together shall constitute the Bureau.
If the president is unable to act, he or she is replaced by the vice-president or, if there is no vice-president, by another director designated by his or her colleagues.
Article 12. Convening of the Board of Directors
The Board of Directors shall be convened by the President or, if the President is prevented from attending, by the Vice-President or the Secretary or, in the absence of the Vice-President and the Secretary or if they are prevented from attending, by another director designated by his colleagues.
The meeting shall be convened in writing, at the latest seven (7) days before the meeting, except in case of emergency. In the latter case, the nature of the emergency and the reasons for it shall be stated in the notice of the meeting or in the minutes of the meeting.
The meeting is held at the place indicated in the notice of meeting or, in the absence of such indication, at the headquarters of the association. It may be held by video conference or by telephone conference.
Article 13. Deliberations of the board of directors
The board of directors can only deliberate and decide validly if at least half of its members are present.
A director may, provided that half of the members of the Board of Directors are present, express his opinions and formulate his votes in writing.
The board of directors may not validly deliberate and act on items not on the agenda unless all its members are present at the meeting and give their consent. Such consent shall be deemed to have been given if no objection has been recorded in the minutes.
Decisions of the Board of Directors may be made by unanimous consent of all Directors, expressed in writing. Decisions of the Board of Directors shall be by majority vote. In case of a tie, the proposal is rejected.
Article 14. Minutes of the board of directors
The decisions of the board of directors are recorded in minutes signed by the chairman of the meeting and the directors who so wish. These minutes are recorded in a special register.
All copies and extracts of the minutes are signed by one or more members of the Board of Directors with the power of representation, in accordance with Article 15, §2 of these Articles of Association.
Article 15. Powers of the Board of Directors
§1. Powers
The board of directors has the power to perform all acts necessary or useful to the realization of the object and purpose of the association, except those reserved by law or by the present statutes to the general assembly.
§2 Power of Representation
Without prejudice to the general power of representation of the board of directors as a college, the association is validly committed, in and out of court, by all acts that are signed by two directors acting jointly.
They do not have to present proof of their powers to third parties.
Article 16. Remuneration of the directors
The general assembly decides whether the mandate of a director is exercised free of charge or not.
If the director’s mandate is remunerated, the general meeting, ruled by an absolute majority of votes, determines the amount of this fixed or proportional remuneration. This remuneration will be charged to the general expenses, independently of the possible expenses of representation, travels and trips.
Article 17. Daily management
The board of directors can delegate the day-to-day management, as well as the representation of the association with regard to this management, to one or several persons, members or not of the board of directors.
The board of directors determines whether they act alone, jointly or collectively.
The day-to-day management includes both acts and decisions which do not exceed the needs of the daily life of the association and acts and decisions which, either because of the minor interest they represent or because of their urgent nature, do not justify the intervention of the board of directors.
The delegates for the day-to-day management may, as far as this management is concerned, grant special mandates to any agent.
The Board of Directors determines the duties and possible remunerations for the delegates of the daily management. It can revoke their mandates at any time.
Article 18. Control of the association
When required by the law and within the limits it provides, the control of the association is ensured by one or more commissioners, appointed for three years and reeligible.
SECTION IV : GENERAL ASSEMBLY
Article 19. Composition
The General Assembly is composed of all Members.
Article 20. Powers
The General Assembly shall exercise the powers conferred upon it by the law and these Articles of Association.
This includes the following exclusive powers that can only be exercised by the general assembly:
1° the amendment of the articles of association ;
2° the appointment and dismissal of directors and the determination of their remuneration in cases where remuneration is granted to them
3° the appointment and dismissal of the auditor and the determination of his remuneration
4° the discharge to be granted to the directors and the auditor, as well as, if necessary, the institution of an action by the association against the directors and the auditors;
5° the approval of the annual accounts and the budget
6° the dissolution of the association;
7° the admission and exclusion of a Full Member;
8° the transformation of the ASBL into an AISBL, into a cooperative company approved as a social enterprise and into an approved social enterprise cooperative company
9° to make or accept the free contribution of a universality;
10° the adoption of the internal rules of procedure;
11° all other cases were required by law or by these articles of association.
Article 21. Holding and convening
An ordinary general assembly is held every year at the head office.
The Board of Directors and, where applicable, the Commissioner, must convene the General Assembly in the cases provided for by the law or the present statutes, as well as whenever the interests of the association so require or when at least one-fifth of the Full Members so request. In the latter case, the Full Members shall indicate the subjects to be included in the agenda in their request. The board of directors or, if applicable, the auditor shall convene the general meeting within twenty-one days of the request for the meeting, and the general meeting shall be held not later than the fortieth day following such request.
Notices of general meetings shall contain the agenda. Any proposal signed by at least one-twentieth of the Full Members shall be included in the agenda.
They shall be made by e-mail sent at least fifteen (15) days before the meeting to the Full Members and to the Associate Members, to the directors and, if applicable, to the auditors. They shall be sent by ordinary mail to persons for whom the association does not have an e-mail address, on the same day as the electronic notices are sent.
A copy of the documents that must be sent to the general assembly by law is sent without delay and free of charge to the Full Members, the Adherent Members, the directors and the commissioners who request it.
Any person may waive notice and, in any event, shall be deemed to have been duly convened if present or represented at the meeting.
The general meeting can be held with remote participation by means of a video conference and according to the written procedure. The board of directors will determine the appropriate methods for the observance of the procedures and votes.
Article 22. Admission to the general meeting
To be admitted to the general assembly a member must be a Full Member or an Associate Member and must be registered as such in the register of members, Associate Members may participate in the general assembly but only in an advisory capacity.
In order to hold a general assembly and to deliberate validly, at least half of the Full Members must be present. If this condition is not met, the Board of Directors shall convene a second meeting to be held within fifteen (15) days of the first meeting, with the same agenda, and decisions may be adopted at this second meeting regardless of the attendance quorum.
No account shall be taken of the Associate Members in determining whether a quorum is present.
When the general meeting deliberates on the basis of a report prepared by the auditor, the auditor shall take part in the meeting.
Article 23. Sessions
The general assembly is presided over by the president of the board of directors or, in his absence, by the vice-president, or, failing that, by a person designated during the meeting.
The chairman of the meeting will appoint the secretary.
Article 24. Deliberations
§1. Only Full Members have the right to vote at the general assembly. All Full Members are entitled to an equal vote at the general assembly and each has one vote.
§2 Voting by proxy is excluded.
§ 3 Any meeting may only deliberate on the proposals on the agenda, unless all the persons to be convened are present.
§ 4 Except in cases provided for by law or these Articles of Association, decisions are taken by a majority of votes, regardless of the number of Full Members present at the general meeting.
Article 25: Minutes
§ 1. The minutes recording the decisions of the general assembly are recorded in a register kept at the headquarters. They are signed by the president of the general assembly and the secretary, as well as by the members present who request it.
The register of minutes is kept at the registered office of the association where all members can consult it, but without moving the register.
Copies to be issued to third parties are signed by one or more members of the board of directors having the power of representation.
(A second § is missing in the French original)
SECTION V : FINANCING, FINANCIAL YEAR, INTERNAL REGULATIONS
Article 26. Financing
In addition to the contributions that will be paid by the members, the association will be financed by donations, legacies, subsidies and income from its activities.
Article 27. Fiscal year
The financial year starts on January 1st and ends on December 31st of each year.
On the latter date, the company’s accounts are closed and the board of directors draws up the annual accounts in accordance with the applicable legal provisions. The Board of Directors also draws up a budget proposal for the following financial year.
The board of directors submits the annual accounts for the previous financial year and the proposed budget for the following financial year to the annual general meeting.
Article 28. Internal regulations
The Board of Directors may draw up internal rules and regulations and present them to the General Assembly for approval. Amendments to these bylaws may be made by a general meeting, acting by a simple majority of the Full Members.
SECTION VI : DISSOLUTION, LIQUIDATION
Article 29. Dissolution
The association may be dissolved at any time, by decision of the General Assembly taken under the same conditions as those provided for the modification of the object or the disinterested purpose of the association. The reporting obligations, if any, applicable according to the law will be observed in this context.
Article 30. Liquidators
In the event of dissolution of the association, for whatever reason and at whatever time, the directors in office are appointed as liquidators by virtue of these articles of association if no other liquidator has been appointed, without prejudice to the right of the general assembly to appoint one or more liquidators and to determine their powers and emoluments.
Article 31. Allocation of the net assets
In the event of dissolution and liquidation, the Extraordinary General Assembly shall decide on the allocation of the association’s assets, which must in any case be allocated to a disinterested purpose in favour of the Council of Europe.
This allocation is made after all debts, charges and liquidation expenses have been settled or after the necessary amounts have been deposited.
SECTION VII : MISCELLANEOUS PROVISIONS
Article 32. Election of domicile
For the execution of the present statutes, any member, administrator, commissioner or liquidator domiciled abroad, elects domicile at the registered office of the association where all communications, summonses, summonses and notifications can be validly made to him if he has not elected another domicile in Belgium with respect to the association.
Article 33. Jurisdiction
For any dispute between the association, its members, administrators, commissioners and liquidators relating to the affairs of the association and the execution of the present statutes, exclusive jurisdiction is attributed to the courts of the headquarters, unless the association expressly waives it.
Article 34. Common law
The provisions of the Companies and Associations Code which are not lawfully derogated from are deemed to be included in these articles of association and any clauses contrary to the mandatory provisions of the Companies Code are deemed not to be written.