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Statutes of the Parents Association of the European School in Mol Belgium

Below find the English version of the statutes of the association as amendment in 2011. In case of conflict the Dutch version is the authoritative source of information.

Vereniging van Ouders van Leerlingen van de Europese School te Mol vzw

Europawijk 100

2400 Mol

Legal entity number : 0408.984.464

 

 

NEW ARTICLES OF ASSOCIATION – CHANGE OF NAME

 

 

The general assembly of 28 April 2011, validly convened and attaining the quorum with regard to attendance and majority, has decided to integrally modify the statutes and replace them with the text below.

 

 

 

TITLE I : NAME – HEAD OFFICE – OBJECTS - DURATION

 

 

ARTICLE 1

 

The organisation has the name : 

 

-       Vereniging van Ouders van Leerlingen van de Europese School te Mol vzw

-        Association des Parents d’Elèves de l’Ecole Européenne de Mol asbl

-       Parents Association of the w:st="on"European School at Mol npo

-       Elternvereinigung der Schüler der Europäischen Schule von Mol VoG

-       Associazione dei Genitori degli Allievi ell Scuola Europea di Mol asfl

 

ARTICLE 2

 

The organisation’s head office is established at 2400 Mol, Europawijk 100, and comes under the legal district of Turnhout.

 

It can only be transferred by the general assembly, provided that the rules are observed that are required for an amendment to the articles of association and that are stated in the present articles of association.

 

ARTICLE 3

 

The organisation’s objects are:

 

1)     to represent the educational and family-based interests of the parents of the students of the European school;

2)     to inform the authorities of this school of the parents’ wishes and their proposals relating to the organisation of the school;

3)     to organise extracurricular activities in consultation with the school board;



The organisation can also perform all activities that may be conducive to the realisation of these objects. In that respect, it can also, but only in an ancillary manner, perform commercial activities, but only if the proceeds of these activities are used for the purpose for which the organisation was established.

 

ARTICLE 4

 

The organisation is established for an unlimited period of time, but can be dissolved at any moment.

 

 

TITLE II : MEMBERS

 

 

ARTICLE 5

 

The number of members is unlimited, but must be at least eight.  The founders are the first active members.  The organisation can have active and affiliated members.  Only the active members have full membership, including the right to vote at the general assembly.  Active members are members whose name has been entered in the membership register, which is kept at the head office of the organisation and of which a copy is deposited at the registry of the court of commerce pursuant to article 26, novies, § 1, 3° of the current legislation.  In case of changes in the composition of the organisation, a copy of the membership register must be deposited within one month after the anniversary of the depositing of the articles of association. The legal stipulations are only applicable to the active members.  Affiliated members only benefit from the activities of the non-profit organisation. They have no right to vote at the general assembly. The rights and obligations of the affiliated members are described in the “Rules and Regulations”.

 

ARTICLE 6

 

Any natural person or legal entity accepted by the board of directors can join the organisation. The application for acceptance of a prospective member must be submitted to the chairman of the board of directors in writing. The word ‘member’ in the present articles of association explicitly refers to the active members.

 

The following persons can become members of the general assembly : the parents of the students of the European school;

 

ARTICLE 7

 

The board of directors can, under the conditions to be determined by the board, also accept other persons as honorary members, protective members, supporting members or advisory members. These members are regarded as affiliated  members. Their rights and obligations are described in the “Rules and Regulations”.

 

ARTICLE 8

 

The maximum amount of the membership fee is 62 EUR.

 

ARTICLE 9

 

Any member can leave the organisation at any time. All resignations must be notified to the board of directors by means of a registered letter.

 

Any member who does not pay his membership fee within 60 days after the first reminder is deemed to resign.

 

ARTICLE 10

 

Resigning or excluded members and their legal successors are not entitled to any part of the organisation’s capital and can therefore never claim a refund of or compensation for membership fees paid or contributions made.

 

 

TITLE III : THE BOARD OF DIRECTORS

 

ARTICLE 11

 

The organisation is managed by a board of directors that consists of at least seven and at the most fifteen members who may or not be members of the organisation. If the general assembly has only three members, the board of directors consists of two persons only. In any case, the number of directors must always be lower than the number of members of the general assembly. The number of directors is determined by the number of students of the school.

 

The number of seats on the board

 

  1. Each section of the school is entitled to a specific number of mandates, which is calculated on the basis of the number of students per section that are officially enrolled in infant school, primary school and secundary school on 15 September. The official list of students is drawn up by the school management.

  2. The number of seats of every section on the board of directors is obtained by dividing the respective number of students of the different sections by one fifteenth of the number of students of the school and by applying the following provisions :

i)              every section of which the quotient of the division is smaller than one is entitled to one seat

ii)             every section of which the quotient of the division exceeds one is entitled to the number of seats that equals the whole number of that quotient

iii)            any remaining seats are allocated to the section with the highest decimal in its quotient. In case of equality the seat will be allocated to the candidate who is elected with the highest number of votes.

  1. The number of candidates to be elected in each section is determined by the difference between the number of seats to which the section is entitled and the number of non-resigning members of each section.

  2. If the number of seats to be allocated is negative for one or several sections, the calculation described under b is made again on the basis of a number of seats equalling fifteen minus the negative number of seats.

  3. If a section nominates a lower number of candidates than the number to which is entitled, the unoccupied seats are allocated to the non-elected candidates with the highest number of votes, regardless of their section.

 

The staff members of the European school cannot be members of the board of directors, but their husband/wife can.

 

ARTICLE 12 : Term of office of the directors

 

The directors are appointed for a period of two years, but are eligible for re-election. Interim directors are only elected for the remaining term of office.

]

ARTICLE 13: Manner of appointment and remuneration of the directors

 

The directors are appointed by the general assembly by a simple majority of votes, regardless of the number of members present and/or represented. The directors are unpaid. The documents relating to the appointment of the directors must be deposited at the registry of the court of commerce and (an extract) must be published in the annexes of the Belgian Official Gazette within thirty days after having been deposited.

 

ARTIKEL 14: Expiration of term of office and removal of the directors

 

The term of office of the directors is terminated by removal of a director by the general assembly, by voluntary resignation, by simple expiration of the term of office, by death or by incapacity.

 

A removal by the general assembly is decided by a simple majority of the number of members present and/or represented.  However, it must be explicitly mentioned on the agenda of the general assembly.

 

A director who resigns voluntarily must notify the board of directors of his resignation in writing. The resignation takes effect immediately, unless it causes the minimum number of directors to decrease below the minimum number stipulated in the articles of association.  In this case, the board of directors must convene the general assembly within two months, and the general assembly will have to provide for the replacement of the director concerned and notify the director concerned in writing.

 

The documents relating to the termination of office and the appointment of the directors must be deposited at the registry of the court of commerce and (an extract) must be published in the annexes of the Belgian Official Gazette within thirty days after having been deposited.

 

ARTIKEL 15: Powers of the directors

 

The board of directors manages the affairs of the organisation and represents the organisation in and out of court. It is competent for all matters, with the exception of the matters explicitly reserved for the general assembly by law. It acts as plaintiff and defendant in all legal proceedings and decides whether or not certain legal remedies will be taken recourse to.  

 

The board of directors exercises its powers as a board.

 

The board of directors can only decide validly if the majority of the directors is present. Decisions are taken by simple majority of votes. In the event of an equality of votes, the chairman or the person replacing the chairman has a casting vote.

 

ARTICLE 16

 

The board of directors is convened by the chairman or by two directors.

 

The meetings of the board of directors are chaired by the chairman. If the chairman is unable to attend or absent, the meeting is chaired by the vice-chairman.

 

ARTICLE 17

 

Minutes are drawn up of every meeting and signed by the chairman and the secretary.  They are entered in a special register. The extracts that have to be submitted and all other documents are validly signed by the chairman and the secretary.  In the absence of these directors, two other directors are authorised to validly sign these documents.

 

ARTICLE 18

 

The board of directors issues all rules and regulations which it deems necessary and useful.

 

The board of directors can, if deemed necessary, appoint a managing director or manager, who is entrusted with the daily management. This person takes care of the everyday management and the daily correspondence and validly signs on behalf of the organisation vis-à-vis the Postal Services, the public and private banking institutions and all other institutions.

 

ARTICLE 19

 

Directors acting on behalf of the organisation do not need to provide proof of any decision or of any authorisation vis-à-vis third parties.

 

ARTICLE 20: Persons authorised to represent the organisation pursuant to article 13, 4th paragraph of the law on non-profit organisations.

The board of directors can delegate its powers for certain actions and tasks to one of the directors or any other person, who may or may not be a member of the organisation, on its own responsibility. The Board of Directors can elect a chairman, a secretary, a treasurer and any other office that is necessary for the proper operation of the organisation among its members.  

 

The decisions to appoint the above-mentioned persons are taken by the board of directors by a simple majority of votes and are valid if the majority of the directors is present at the board meeting.  

 

Termination of office of these authorised persons takes place  

a) voluntarily, by the authorised person him/herself, by means of a written resignation to be submitted to the board of directors

b)   by means of removal from office by the board of directors by a simple majority of votes; the board of directors decides validly if the majority of the directors is present.  The decision in this respect by the board of directors must be notified to the person concerned by registered letter within seven calendar days.  

 

The documents relating to the termination of office and the appointment of the persons authorised to represent the organisation must be deposited at the registry of the court of commerce and (an extract) must be published in the annexes of the Belgian Official Gazette within thirty days after having been deposited.

 

The authorised persons exercise their powers either separately or together.


ARTICLE 21: Persons entrusted with the daily management of the organisation pursuant to article 13bis, 1st paragraph of the law on non-profit organisations.

The board of directors can appoint a management committee.

 

The decisions to appoint a management committee are taken by the board of directors by a simple majority of votes and are valid if the majority of the directors is present at the board meeting.  

 

Termination of office of a member of the management committee takes place :

a) voluntarily, by the member of the management committee him/herself, by means of a written resignation to be submitted to the board of directors

b)   by means of removal from office by the board of directors by a simple majority of votes; the board of directors decides validly if the majority of the directors is present.  The decision in this respect by the board of directors must be notified to the person concerned by registered letter within seven calendar days.  

 

The documents relating to the termination of office and the appointment of the members of the management committee must be deposited at the registry of the court of commerce and an extract must be published in the annexes of the Belgian Official Gazette within thirty days after having been deposited.

 

The decisions taken by the management committee, which meets as a board, are always taken after consultation with all members of the management committee.



 

TITLE IV : GENERAL ASSEMBLY

 

 

ARTICLE 22

 

The general assembly consists of all active members and is chaired by the chairman of the board of directors or by the vice-chairman.

 

A member can be represented at the general assembly by another member. However, a member can only represent one other member. Each member only has one vote at the general assembly.   

 

ARTICLE 23

 

The general assembly has exclusive powers for :

-     amendments to the articles of association,  

-     appointment and removal of directors,  

-     appointment and removal of the auditors,

-     appointment and removal of the internal auditors and determining their remuneration, if a remuneration is granted,

-     discharge to the directors and the internal auditors,

-     approval of the budget and of the account,  

-     voluntary dissolution of the organisation,

-     appointment and exclusion of a member of the organisation,

-     conversion of the organisation into a company with social purposes,

-     all matters for which the present articles of association require a decision of the general assembly.

 

ARTICLE 24

 

The general assembly is validly convened by the board of directors or by the chairman whenever a assembly is required in the interest of the organisation.

 

A general assembly must be convened at least once a year for the approval of the accounts of the past year and of the budget for the next year.

 

ARTICLE 25

 

The general assembly is held within six months after the closing of the financial year.

 

ARTICLE 26

 

Moreover, the board of directors has the obligation to convene the general assembly whenever 1/5th of the active members addresses a request in this respect to the board of directors by means of a registered letter which indicates the items on the agenda. In that case, the board of directors has the obligation to convene the general assembly within 15 working days, with indication on the agenda of the items to be discussed.

 

ARTICLE 27

 

In order to be valid, the notices convening a general assembly must be signed by the chairman or by two directors. All active members must be convened by ordinary or by registered letter at least eight working days before the assembly.

 

ARTICLE 28

 

The convening notice, which indicates the place, date and time of the assembly, contains the agenda, which is established by the board of directors. Any item that is put forward in writing by 1/20th of the active members must be included in the agenda. Obviously, this item must be signed by 1/20th of the members and must have been submitted to the chairman of the board of directors at least two working days before the assembly. Items that are not on the agenda can in no case be dealt with.

 

ARTICLE 29

 

In ordinary cases, decisions are taken by a simple majority of the votes present and represented. In the event of an equality of votes, the chairman or the person chairing the assembly at that moment has a casting vote.

 

ARTICLE 30: amendment to the articles of association

 

The decision to amend the articles of association can only be taken if the amendment is mentioned in detail on the agenda and if 2/3rds of the active members are present or represented. If this quorum is not reached, a second assembly can be convened, as stipulated in the present articles of association, at which the assembly will be able to take a valid decision regardless of the number of members present. The second assembly cannot be held within 15 calendar days following the first assembly. A majority of 2/3rds of the votes present or represented is required for any amendment to the articles of association, even at the second general assembly. A change in the objects of the organisation requires a 4/5th majority.

 

In case of an amendment to the articles of association, the changes and the entirely co-ordinated articles of association after the change will be deposited at the registry of the court of commerce.  (An extract of) the changes must be published in the annexes of the Belgian Official Gazette within 30 days after having been deposited.

 

ARTICLE 31

 

A voluntary dissolution of the organisation is subject to the same rules as those described for a change in the objects of the organisation.

 

ARTICLE 32

 

A 2/3rd majority of the votes is required for the exclusion of a member.  In case of an exclusion of a member, this item must also be included in the agenda and the member concerned must be invited to put forward his defence.

 

ARTICLE 33

 

Minutes are drawn up of each assembly, are signed by the chairman and the secretary and entered in a special register. This register can be consulted by members and any interested third parties at the head office of the organisation. Extracts are validly signed by the chairman and the secretary or by two directors or, in the absence of these persons, by two members of the general assembly.

 

 

TITLE V: ACCOUNTS AND BUDGETS

 

 

ARTICLE 34

 

The organisation’s financial year starts on 1 September and ends on 31 August.

The board of directors closes the accounts for the past financial year and prepares the budget for the next financial year. Both are submitted to the approval of the general assembly, which is held within six months after the closing of the financial year.

 

 

TITLE VI: DISSOLUTION AND LIQUIDATION

 

 

ARTICLE 35

 

Except in case of a court-ordered dissolution or a dissolution by operation of law, only the general assembly can decide to dissolve the organisation, if 2/3rds of the members are present or represented at the general assembly and, moreover, a 4/5th majority agrees to voluntarily dissolve the organisation. The proposal for voluntary dissolution of the organisation must be mentioned explicitly on the agenda of the general assembly.

 

If no 2/3rds of the members are present or represented at this general assembly, a second general assembly must be convened, which deliberates validly regardless of the members present or represented.   A 4/5th majority is required for a voluntary dissolution of the organisation.  

 

In case of voluntary dissolution, the general assembly or the court appoints one or several liquidators and determines their powers and the conditions for liquidation.

 

After settlement of the debts, the organisation’s assets will be transferred to an organisation with altruistic and similar goals.

 

The decision to dissolve the organisation, the appointment and the termination of office of the liquidators will be deposited at the registry of the court of commerce. An extract  of this decision to dissolve the organisation, this appointment and this termination of office of the liquidators must be published in the annexes of the Belgian Official Gazette within 30 days after having been deposited. 

 

 

ARTICLE 36

 

The law of 27 June 1921, amended by the law of 2 May 2002, is applicable for anything that is not covered by the present articles of association.

 

 

Thus drawn up and accepted at the general assembly of 28 April 2011.

 

 

In Mol, 28 April 2011

 

 

Janssens, Sylvie

Van den Broeck, Margot

Chairwoman

Secretary