E.G.S. – Statutes 2024 Engels FIN
Articles of the Association (03/02/2024)
EUROPEAN GREEN SENIORS – EGS
Rue du Taciturne 34 in B-1000 Brussels, Belgium.
Contact: Kris Fierens – Domeinstraat, 50 – 3010 Leuven- Be – (0032)473958816
Company number: 818.851.234 RPR: Brussels Company Court
The General Assembly
The General Assemble of February 3, 2024 decided to amend the association’s integral articles of the association in accordance with the Code of Companies and Associations of March 23, 2019. The name of the association was also changed.
TITLE I – NAME – REGISTERED OFFICE – DURATION
Article 1 – The international non-profit association is called European Green Seniors , formerly European Network of Green Seniors. Official deeds, invoices, announcements, publications and other documents issued by non-profit association mention the name European Green Seniors of the association followed by either the words ‘international non-profit association’ or the abbreviation ‘i.n.p.a.’
The following information is stated: the precise indication of the registered office of the association, the word ‘register of legal entities’ or the abbreviation ‘RPR’, the company number, the mention of the court of the registered office of the association, the e-mail address and the website of the Union.
The Association was established as an international non-profit association, in accordance with the Code of Companies and Associations of 23 March 2019 (hereinafter referred to as ‘CCA’) and established in Belgium.
Article 2 – The registered office of the association is located in Brussels: Rue du Taciturne 34 in B- 1000Brussels,Belgium. TheBoardmaychangetheregisteredofficeoftheassociation.
Article 3 – The association was established for an indefinite period. It can be dissolved at any time under the conditions referred to in article 22 of these articles.
TITLE II – PURPOSE – ACTIVITIES
Article 4 – The association has a double and disinterested purpose:.
To promote on an European level the political consciousness of elderly people as members of a member party of the European Green Party (EGP) and to bring into the EGP the life long political experience of their members and the issues discussed within the European Green Seniors.
Article 5 – The association may undertake all activities that contribute directly or indirectly to the achievement of its purpose, including :
– exchange of services and information, in collaboration with its members, with donors or with other international organisations. – research, jointly or with other seniors’ organisations or on their own initiative, regarding the impact of services set up in countries of the European Union.
– support to existing or future Green seniors’ organisations, commercial and profitable activities, the proceeds of which will always be fully allocated to the achievement of its purpose.
– appeal to the generosity of private individuals and/or organisations that wish to support the realisation of its purpose through donations, sponsorship or legacies.
It may not, directly or indirectly, distribute or provide any financial benefit to the founders, members, directors or any other person, except for the disinterested purpose specified in the articles of the association. Any transaction in violation of this prohibition is invalid.
TITLE III – MEMBERS Section I – Admission
Article 6 – The association consists of full members and supporting members. The minimum number of full members is unlimited and may not be less than 3.
Only full members enjoy all rights associated with membership, including voting rights at the general meeting. The supporting members have the right to attend the General Meeting and to participate in working groups with an advisory vote. An application to become a full or supporting member is sent in writing or by email to the Board. It contains consent to the articles of the association
Article 7
§ 1 To become a member of the association – both full member and supporting member -, the candidate member, must be a member either of group recognized by the national Green Party of the Member States or an initiative of green seniors who adhere to the values and standards of the European Green Party must endorse and pursue a social interest without any profit motive.
The Board decides autonomously whether a candidate member who meets the substantive conditions will be admitted as a member of the non-profit association. Only 1 full member per country is admitted.
§2 The Internal Regulations determine the number applicable to the various categories of members. Article8 Inadditiontothefullmembers,theassociationmayalsohavesupportingmembers.
§1 The supporting members are either legal entities or de facto associations that meet the conditions of Article 7 §1 but renounce the status of full member because only one full member per country can be accepted and are interested in the purpose pursued by European Green Seniors .
§2 Each supporting member may, insofar as the member meets the conditions of Article 7§1, obtain the status of full member after acceptance and ratification by the General Meeting.
Article 9 – Rights and obligations of the members
The members have the rights and obligations described in the law and these articles of the association.
Section II – Dismissal, exclusion, suspension
Article 10 – Full and supporting members are free to withdraw from the association at any time by submitting their resignation in writing to the Board. A full member or supporting member who no longer meets the conditions of Article 7§1 is deemed to have resigned. The exclusion of a full member or supporting member can only be pronounced by the General Meeting to the extent that the following quorums are present:
– Attendance quorum: half of the members of the general meeting are present or validly represented; – voting quorum: decision taken by a two-thirds majority of the votes present and represented. The Board may, until the decision of the General Meeting, suspend full members or supporting members who are alleged to have been guilty of a serious breach of the articles of association and the laws of honour and decency.
Article 11 – The resigning, suspended or excluded full member or supporting member as well as the holders of the member/association concerned have no right to the social fund. They cannot demand or require an invoice or accountability, nor that seals be placed, nor that an inventory be drawn up.
Article 12 – The Board keeps a register of the full members, and a separate register of the supporting members in order to ensure compliance with the quota as determined in Article 6. All members can consult the membership registers at the association’s registered office. To this end, the member sends a written request to the chairman of the Board requesting an appointment to consult the membership register. This register cannot be moved.
TITLE IV – CONTRIBUTIONS
Article 13 – The full members and supporting members may be invited to contribute to the operating costs of European Green Seniors. The amount of this contribution is determined by the General Meeting and can be revised annually; this can be done according to the criteria set out in the Internal Regulations.
Members may be exempt from (part of) the payment of the annual contribution for reasons determined by the Board.
TITLE V – GENERAL MEETING
Article 14 – The General Meeting is composed of all full members. At the time of acceptance as an
full member, this member appoints a permanent representative at the General Meetings.
Article 15 – The General Meeting has the powers expressly granted to it by law or the articles of the association. More specifically, this concerns the following powers:
1. to amend the articles of the association; 2.to appoint and dismiss directors; 3. if necessary, appoint supervisors; 4. approve the budgets and accounts as well as discharge the directors and, if necessary, the supervisors; 5. voluntarily dissolve the association; 6. accept and exclude members (full members and supporting members ); 7. convert the association into a company with a social purpose; 8. move the registered office to another Region;
Article 16 – At least one General Meeting must be held per year, during the first semester. The association can meet at any time in an extraordinary meeting by decision of the Board, more specifically at the request of at least one fifth of the full members. Each meeting takes place on the
day, time and place as stated in the notice. All full members and supporting members must be invited.
Article 17 – The General Meeting is convened by the board in writing (ordinary letter, email) at least fifteen days before the meeting. The convocation states the agenda. Every proposal that is signed by one twentieth of the full members must be placed on the agenda. Except in the cases referred to in Articles 5:100, 5:70, 2:42 and 12:1 of the CAC, the meeting can validly deliberate on items that are not on the agenda.
The Board may organise the General Meeting remotely, using digital technology, provided that this is stated in the convening letter with the necessary motivation, that all members are adequately informed about the proposed technology and procedures, that all agenda items are subject to effective deliberation, possible and that the voting procedure allows its validity and outcome to be determined unambiguously. All requirements regarding quorum, majority and proxies continue to apply.
Article 18 – Every member has the right to attend the General Meeting. A member may grant power of attorney to another member, whether full or supporting. Each member can only hold a maximum of TWO proxies. Only full members have voting rights. Each full member has one vote.
Article 19 – The General Meeting is chaired by the chairperson of the Board and, in the chairperson’s absence, by the vice-chairperson.
Article 20 – To deliberate validly, at least half of the full members must be present or represented at the meeting.
Article 21 – Decisions are taken by a simple majority of the votes present or represented, except in cases where the law or these articles of association decide otherwise.
Article 22 – The General Meeting can only validly deliberate on the dissolution of the association, the amendment of the articles of association or the conversion into a company with a social purpose in accordance with Articles 5:100, 2:42 and 12:1 of the CCA.
Article 23 – The decisions of the General Meeting are recorded in a register of minutes signed by the chairperson and a director. In accordance with the law, all members can consult the membership register as well as all minutes and decisions of the General Meeting at the registered office of the association. Any third party demonstrating a legitimate interest may request extracts of the minutes signed by the general representative body of the association or by any agent authorized by a decision of the Board to sign such a document. All amendments to the articles of association are immediately submitted to the registry and are published by means of extracts in the appendices of the Belgian Official Gazette. The same applies to all instruments regarding the appointment or termination of office of the directors and, where applicable, the supervisors.
TITLE VI – GOVERNANCE
Article 24 – The Board is composed of at least Three (3) and a maximum of Twelve (12) directors (natural persons only), appointed by the general meeting for a term of 3 years and may be dismissed at any time. The number of directors must always be lower than half of the number of full members
of the association.
Each designated director works in the interests of European Green Seniors, in an autonomous and neutral manner: under no circumstances may a director act as a representative of a full member nominating the director for the mandate held. The mandate of a director representing an association that ceases its activities during the term of the mandate automatically expires. The mandate of directors lost as a result of dismissal or change of position within their association automatically expires. When appointing the directors, the General Meeting ensures that there is a balanced representation of all categories of full members.
Article 25 – The Board appoints the chairperson, the vice-chairperson, a treasurer and a general secretary among its members. If the chairperson is unable to attend, the vice-chairperson will assume the chairperson’s duties.
Article 26 – The Board meets at the convening notice of the chairperson and/or the general secretary. It forms a council and can only make decisions if half of its members are present. Decisions are taken by an absolute majority of votes: in the event of a tie, the chairperson’s vote is decisive. The decisions are recorded in the form of minutes that are signed by the chairperson and the secretary and are included in a special register.
The Board may meet remotely, using digital technology, provided that this is stated in the notice, that all members are adequately informed about the proposed technology and procedures, that effective deliberation on all agenda items is possible, and that the voting procedure allows to unequivocally determine its validity and outcome. All quorum and majority requirements remain unaffected.
Article 27 – The Board enjoys the broadest powers for the administration and management of the association. The Board may transfer the day-to-day management of the association, including the use of the signature regarding this management, to one or more managing director(s) who are elected within the board or outside it and whose powers it determines. In the case of more than one managing director each director acts individually. The instruments relating to the appointment or termination of the functions of the persons charged with day-to-day management shall be delivered without delay to the registry and shall be published by means of extracts in the appendices of the Belgian Official Gazette, as provided for in Article 2:7.
Article 28 – General authority – The members of the Board, perform their functions in a collegial manner, representing the association in judicial and extrajudicial actions, either as plaintiff or as defendant. The Board makes valid decisions taken in meetings, with respect to the attendance and voting quorum as provided for in these articles of the association.
Article 29 – Delegation of the power of representation
– Without prejudice to the power of representation of the Board, the association is duly represented by one director in judicial and extrajudicial actions, including its formalities vis-à-vis the administration. Consequently, this signatory does not have to provide proof to third parties of the powers granted for this purpose and/or of a prior decision by the Board. Furthermore, the association is represented by any other person acting within the limits of the powers delegated by or pursuant to a decision of the Board. The instruments concerning the appointment or termination of the functions of the persons authorised to represent the association are immediately delivered to the registry and are published by means of extracts in the appendices of the Belgian Official Gazette, as provided for in article 2:7.
Article 30 – The directors as well as the persons authorised to represent the association do not enter into any personal commitment due to their functions and are only liable for the execution of their mandate. The mandate is unpaid. Since the Administrative Body constitutes a body, their liability for the decisions or negligence of this body is joint and several. However, with regard to errors in which they did not participate, they are exonerated from liability if they have reported the alleged error to the collegiate governing body. This report, as well as the discussion to which it gives rise, must be included in the minutes.
Article 31 – When the Board has to make a decision or pronounce on a transaction that falls within its jurisdiction, where a director has a direct or indirect interest of a pecuniary nature that conflicts with the interest of the association, the director concerned must communicate to the other directors before the administrative body takes a decision.
TITLE VII – MISCELLANEOUS PROVISIONS
Article 32 – The Board may submit Internal Regulations to the General Meeting. Changes can be made to these regulations by a general meeting that is decided by a simple majority (half + 1) of the members present or represented.
Article 33 – The financial year begins on January 1st and ends on December 31st.
Article 34 – The accounts for the past financial year and the budget for the following financial year are submitted annually for approval to the ordinary General Meeting. They are maintained and, if necessary, published in accordance with Article 3:1 of the law.
Article 35 – In the event of dissolution of the association, the General Meeting appoints the liquidator(s), determines the liquidators powers and determines the destination of the net assets of the association. This destination must necessarily benefit a non-profit organization with a similar purpose. All decisions regarding the dissolution, the terms of the liquidation, the appointment and termination of the functions of the liquidator(s), the closure of the liquidation as well as the allocation of the net assets are issued at the registry and are published in the appendices of the Belgian Government Gazette, as determined in Articles 2:40 and 2:7 of the law.
Article 36 – Everything that is not expressly regulated in these articles of association is regulated by the CCA.
Lyon, 3 th of February 2024
Signed,
President Secretaris General Kris Fierens. Irmgard Seidler
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