I2 A8: Statutes (2023 Proposal)

Title I – Name, registered office and duration

Title II – Disinterested goal pursued and activities constituting the object

Title III – Membership

Titre IV – General Assembly

Titre V – Administrative Board

Title VI – Executive Committee

Title VII – Internal Rules of Procedure

Title VIII – Accounts and budgets

Title IX – Dissolution and liquidation

Title X – Final Provision

Title I – Name, registered office and duration

Article 1 – Name and mentions

The international non-profit association adopts the following name “Federation
of Young European Greens”, in short “FYEG”.

Article 2 – Registered office

The registered office of the association is established on the territory of the
Brussels-Capital Region. The administrative board has the power to move the seat
of the association within Belgium, and in the event of a transfer of the seat to
another Region, the administrative board has the power to modify the language of
the statutes.

Its email address is office@fyeg.org and its website is fyeg.org. The
administrative board can modify the address of the website and the e-mail
address. The modification is communicated to the members.

Article 3 – Duration of the association

The association is constituted for an indefinite period. It can be dissolved at
any time.

Title II – Disinterested goal pursued and
activities constituting the object

Article 4 – Social purpose and object

The association aims to:

1. Build a just, feminist, diverse, inclusive, democratic and sustainable
   Europe.

2. Advocate for and support youth participation in democratic processes and
   civil society at all levels.

3. Empower and support young people to bring forward their perspectives and
   solutions.

4. Provide a forum where young people with green sympathies from all over
   Europe can engage in meaningful dialogue and cultural exchanges.

It pursues this goal by carrying out the following activities:

1. Statutory and operational activities necessary to the functioning of the
   organisation,

2. Network activities dedicated to growing and strengthening the federation,

3. Capacity building, training and support for its members, their members and
   other young people in Europe,

4. Educational activities such as workshops, seminars, study session, summer
   camps, intercultural exchanges, etc. targeting its members, their members
   and other progressive youth,

5. Political exchanges amongst its members, with its partners and other
   stakeholders,

6. Communications and campaigns to raise awareness, propose solutions,
   influence behaviours, legislation and European policies that affect young
   people, etc.

7. To achieve its objectives, the association may receive any material or
   financial assistance or contribution from legal, public or private
   persons, or from natural persons. The funds and materials thus collected
   must be used exclusively for the achievement of the social goal. The
   association can lend its support and take an interest in all activities
   similar to its purpose.

8. Economic activities are incidental.

Title III – Membership

Article 5 – Categories of members and general conditions of
admission

The association is made up of member organisations only and has three categories
of member organisations:

• Full members

• Candidate members

• Associate members

The association has at least five full members. Full members enjoy the full
rights granted to full members by law and these statutes.

All full members are legal entities committed to respecting these statutes and
established with legal personality in the country where they are founded
according to local laws and customs, provided that they are admitted as such by
the general assembly, acting by an absolute two-thirds majority.

Article 6 – Register of members

The administrative board maintains a register of members at the registered
office of the association. This register includes the denomination, legal form
and address of the registered office of the members. The administrative board
records all decisions of admission, resignation, suspension or exclusion of
members in this register within 8 days of becoming aware of the decision. The
administrative board may decide that the register will be kept in electronic
form.

Any member may consult the register of members at the registered office of the
association. To this end, they send a written request to the administrative
board.

Each member communicates an email address to the association for the purpose of
communicating with it. Any communication to this email address is deemed to have
taken place validly. The association may use this address until the member
concerned provides another email address.

Article 7 - Liability

Members are not held responsible for commitments made in the name of the
association.

Article 8 – Conditions of admission of full members

Full members can participate in the General Assembly, they have speaking rights
and voting rights.

To become a full member the organisation has to fulfil the following criteria:

• comply with the criteria for Candidate members,

• have been a candidate member for at least one year,

• apply for full membership

Before applying for full membership, Candidate members should be visited by at
least one member of the Executive Committee or the Secretary-General. After the
visit, the Executive Committee will review the application for full membership
and advise the General Assembly about the application.

Vote on full membership is done by the general assembly, acting by an absolute
two-thirds majority.

Article 9 – Conditions of admission of candidate members

Candidate members can participate in the General Assembly, they have speaking
rights but do not have voting rights.

Candidate members are organisations who have the ambition, within a certain time
frame, to apply for full membership. To become a Candidate member an
organisation should fulfil the following criteria:

• be active on a regional or national level,

• consist mainly of young people,

• subscribe to the statutes and political platform of FYEG,

• send an official application to the FYEG Secretariat. This application
  shall include its statutes, the number of individual members, age limits
  for its members, list of activities, budget and all other possibly
  relevant information.

The Executive Committee will examine the application and present it to the next
General Assembly, together with a recommendation on the admission of the
organisation as Candidate member.

Vote on candidate membership is done by the general assembly, acting by an
absolute majority.

Article 10 – Conditions of admission of associate members

Associate members can participate in the General Assembly, they have speaking
rights but do not have voting rights.

Associate members are organisations that do not want to become a full member or
do not fulfil all criteria for full membership. To become Associate member an
organisation should send an official application to the FYEG Secretariat. This
application shall include its statutes, number of members, age limits, list of
activities, budget and all relevant information.

Vote on associate membership is done by the general assembly, acting by an
absolute majority.

Article 11 - Resignation of members

Any member of the association is free to withdraw from it at any time by sending
their resignation by email to the administrative board, including the motivation
for their resignation.

The administrative board informs the next General Assembly of the resignation
and its motivation. Resigning members cannot in any way claim the assets of the
association or the reimbursement of the contributions paid.

Article 12 - Suspension of members

The administrative board may propose the suspension of a member to the General
Assembly. The suspension of a member is pronounced by the General Assembly by a
two-thirds majority.

Suspended members may request the cancellation of their suspension at the next
General Assembly by sending a signed motivation letter sent by email to the
administrative board at the latest one month before the General Assembly.

Suspended members cannot in any way claim the assets of the association or the
reimbursement of the contributions paid.

Article 13 - Exclusion of members

The administrative board may propose the exclusion of a member to the General
Assembly. The exclusion of a member is pronounced by the General Assembly by a
two-thirds majority and is only valid if the following conditions have been met:

• the proposal for exclusion is explicitly indicated in the convocation of
  the General Assembly,

• the member in question was heard if they so wished,

• the assembly brings together at least two-thirds of the full members,
  whether they are present or represented.

If this last condition is not met, a second convocation of the General Assembly
will be necessary, and the new assembly deliberates and rules validly,
regardless of the number of full members present. The second meeting cannot be
held within fifteen days after the first meeting. The exclusion is pronounced
only if it gathers two-thirds of the votes cast.

Excluded members cannot in any way claim the assets of the association or the
reimbursement of the contributions paid.

Article 14 - Membership fee

The amount of the annual membership fee is set by the administrative board, in
line with the rules adopted by the General Assembly in the IRP, without being
able to exceed 10,000.00 EUR.

Titre IV – General Assembly

Article 15 - Composition

The general assembly is made up of all the members of the association. It is
chaired by the body designated for this purpose by the assembly, in line with
the rules adopted by the General Assembly in the IRP.

Article 16 - Powers

The general assembly has the powers expressly granted to it by law or the
statutes of this association.

A decision of the general assembly is required in the following cases:

• the modification of the statutes,

• the approval of the annual financial report and the budget,

• the appointment and dismissal of administrators,

• the appointment and dismissal of the executive committee,

• the decision on the compensation of the administrators for their mandate
  in the cases where a compensation is allocated to them,

• Admission, suspension and exclusion of members,

• the discharge to be granted to the administrators as well as, if
  necessary, the introduction of an action by the association against the
  administrators,

• the voluntary dissolution of the association,

• the transformation of the AISBL into an ASBL, into a cooperative society
  approved as a social enterprise and into a cooperative society social
  enterprise approved,

• make or accept the free contribution of a universality,

• the adoption and amendment of the IRP,

• the adoption and amendment of the Political Platform,

all other cases where the law or these statutes require it.

Article 17 - Functioning

The administrative board summons at least one annual general assembly in the
course of the 1st semester following the closing of the accounts.

The association may hold an additional general assembly at any time by decision
of the administrative board or at the request of at least one fifth of the full
members, the request is sent via email and includes a statement signed by one
fifth or the full members. In the latter case, the administrative board summons
the general assembly within 30 days of the convening request. The general
assembly is held no later than 45 days following the convening request.

Members are summoned to general assemblies by ordinary mail or email, by the
administrative board, sent at least 15 days before the assembly. The convocation
contains the agenda, date, time and place of the assembly. The documents that
will be discussed at the general assembly must be made accessible.

Any proposal signed by one-twentieth of the members must be added to the agenda,
provided that it is communicated to the members at least 4 weeks in advance.

The assembly cannot validly deliberate on points that are not mentioned on the
agenda, unless a two-thirds majority of the full members present consider that
the urgency prevents them from being postponed. It can never be done for the
modification of the statutes, the exclusion of a member, the voluntary
dissolution of the association and the transformation of the association into an
AISBL, into a cooperative society approved as a social enterprise or into a
cooperative company approved social.

Article 18 – Attendance and voting quorums

Each member has the right to attend the general assembly. Only full members have
voting rights and each full member has two votes.

Except in the cases provided for by law, the general assembly deliberates
validly only if an absolute majority of the full members are present or
represented. If this attendance quorum is not reached at the first meeting, a
second meeting must be summoned that may validly deliberate, regardless of the
number of full members present or represented. The second meeting is convened
within the time limit indicated in these statutes.

By default and except in cases where it is decided otherwise by law or these
statutes and the Internal Rules of Procedure, the following provisions apply:

• decisions are taken by a simple majority of votes present or represented,

• simple majority means a majority of votes cast excluding null votes, blank votes and abstentions

• null votes, blank votes and abstentions are not taken into account for the
  calculation of majorities,

• absolute majority means a majority of the number of votes present or represented, including null votes, blank votes and abstentions.

• the vote is made in a public manner, unless a simple majority of the full
  members present request that the ballot be secret or unless the
  administrative board request that the ballot be secret,

• when the vote relates to decisions concerning individuals, the ballot is
  always secret.

  secret,

• In addition to the cases provided for in these statutes or by law, a simple two-thirds majority is needed to:

  • change the political platform

  • change the IRP,

  • change the strategic plan

  • allow a candidate to run without the support of their Member Organisation

  • dismiss a member of the Executive Committee

  • dismiss the Secretary-General

• In addition to the cases provided for in these statutes or by law, an absolute two-thirds majority is needed to:

  • vote on immediately implementing changes to the IRP

Article 19 – Amendments to the statutes

The general assembly can validly deliberate on the modifications to the statutes
only if the modifications are explicitly indicated in the convocation and if the
assembly brings together at least two thirds of the full members, whether they
are present or represented. Amendments are adopted by a two-thirds majority of
the votes of the full members present or represented.

However, the modification which relates to the social goal or the object of the
association can only be adopted by a majority of four fifths of the votes of the
full members present or represented. If two-thirds of the full members are not
present or represented at the first meeting, a second meeting may be summoned
that may deliberate validly, regardless of the number of full members present or
represented, and adopt the modifications by a majority of four-fifths of the
votes of the full members present or represented for the modifications
concerning the social goal or the object of the association, and with a two-
thirds majority of the votes of the full members present or represented for all
the other modifications. The second meeting cannot be held less than fifteen
days after the first meeting.

When the general assembly decides on amendments to the statutes, null votes,
blank votes and abstentions are not taken into account for the calculation of
majorities.

Article 20 - Dissolution, free contribution of universality,
transformation

The general assembly can only pronounce the dissolution of the association under
the same conditions as those relating to the modification of the object or the
disinterested goal for which the association was constituted.

The general assembly can only decide on a free contribution of universality or
on the transformation of the association into an ASBL, into a cooperative
society approved as a social enterprise and into a cooperative society social
enterprise approved, in accordance with the rules prescribed by the Code of
Companies and Associations.

When the general assembly decides on the dissolution of the association, a free
contribution of universality or the transformation of the ASBL association, into
a cooperative society approved as a social enterprise and into a cooperative
society social enterprise approved, the null votes, blanks votes and abstentions
are not taken into account for the calculation of majorities.

Article 21 – Register of minutes and publications

The decisions of the general assembly are recorded in a register of minutes,
signed at least by the general representatives of the association (see the rule
established by article 30 of the statutes), as well as by all the full members
and administrators who wish. This register is kept at the registered office
where members can consult it by a simple written and motivated request addressed
to the administrative board, but without moving the register.

Decisions regarding individuals may be brought to the attention of third
parties, who demonstrate an interest, by a simple letter signed by the
administrator appointed for this purpose. Decisions relating to amendments to
the statutes, the appointment and dismissal of administrators and daily
management delegates as well as the dissolution or transformation of the
association are filed without delay with the competent company court clerk to be
published in the Moniteur Belge.

Titre V – Administrative Board

Article 22 - Composition

The association is administered by an administrative board composed of at least
three people, appointed by the general assembly amongst the Secretary-General
and members of the Executive Committee, preferably the co-spokespeople and the
treasurer.

Administrators can only be natural persons.

Article 23 - Duration and end of the mandate

The duration of the mandate is unlimited. In the event of renewal of the
mandate, the outgoing administrators are eligible for re-election.

As long as the general assembly has not provided for the replacement of the
administrative board at the end of the administrators' mandate, they shall
remain in office pending a decision of the general assembly. The mandate of the
administrators only expires by the expiry of the term, death, resignation or
revocation. If the death of an administrator has the effect of bringing the
number of administrators to a number lower than the legal or statutory minimum,
an extraordinary general assembly is convened to provide for the replacement of
said administrator.

Any administrator may be dismissed at any time by decision of the general
assembly, without it having to justify its decision. If necessary, the general
assembly provides for the replacement of the dismissed administrator.

Article 24 - Resignation

Any administrator who wishes to resign must notify their resignation in writing
to the other members of the administrative board. In the event of the
resignation of an administrator, the general assembly may be summoned to provide
for a replacement. If the resignation has the effect of bringing the number of
administrators to a number lower than the legal or statutory minimum, the
administrator shall remain in office until replaced.

In the event of a vacancy of a mandate, the administrator appointed by the
general assembly to fill it, finishes the mandate of the one they replace.

Article 25 - Functioning

The administrative board is collegial. It validly takes decisions when they are
taken at a meeting, respecting the attendance and voting quorums provided for in
these statutes.

Decisions can also be taken remotely, as long as the decision is taken in
writing and adopted unanimously.

The meetings of the administrative board are chaired by the administrator
designated for this purpose.

Article 26 - Presence and voting quorums

The administrative board meets when convened by the administrator designated for
this purpose, whenever the needs of the association so require or at the request
of an administrator.

It can only rule if an absolute majority of administrators are present or
represented. Decisions are taken by a simple majority of votes present or
represented. Null and blank votes as well as abstentions are not taken into
account for the calculation of majorities. In the event of a parity of votes,
the item is put on the agenda of the next meeting of the Executive Committee. An
administrator can decide to be represented by another administrator, without the
latter being able to hold more than one proxy.

Article 27 – Conflicts of interest

An administrator who, within the framework of a decision to be taken, has a
direct or indirect interest of a patrimonial nature that is opposed to that of
the association, must inform the other administrators before the administrative
board takes the decision. Their declaration and explanations on the nature of
this conflicting interest must appear in the minutes of the meeting of the
administrative board that must take this decision. The administrative board is
not allowed to delegate this decision.

The administrator affected by the conflict of interest described in the
preceding paragraph may not take part in the deliberations of the administrative
board concerning these decisions or these operations, nor take part in the vote
on this point. If the majority of administrators present or represented are in a
position of conflict of interest, the decision or the operation is submitted to
the Executive Committee or the general assembly. In the event of approval of the
decision or the operation by the latter, the administrative board may execute
them. This article does not apply when the decisions of the administrative board
relate to usual transactions entered into under normal market conditions and
guarantees for transactions of the same nature.

An administrator who, within the framework of a decision to be taken, has an
interest of a moral nature that is opposed to that of the association, must
inform the other administrators before the administrative board takes the
decision. If they neglect to do so, any other administrator who is aware of this
conflict must communicate it to the administrative board before the debate takes
place. The administrative board decides, by a vote in which the administrator in
question cannot take part, whether or not the latter can participate in the
debate and the vote. The decision of the body must be mentioned in the minutes
of the meeting. The administrative board is not allowed to delegate this
decision.

Article 28 - Register of minutes

The decisions of the administrative board are recorded in a register of minutes
signed by the general representatives of the association (see the rule
established by article 31 of the statutes), and all the administrators who so
wish. This register is kept at the registered office where members can read it
with a simple written and motivated request addressed to the administrative
board, but without moving the register.

Article 29 - Powers

The administrative board has the power to perform all acts necessary or useful
for the achievement of the purpose of the association as defined above. Are
excluded from its competence the acts reserved by law or by these statutes to
that of the general assembly.

Article 30 - Daily management

The administrative board may delegate, under its responsibility, the daily
management of the association, with the use of the signature relating thereto,
to one or more employees or administrators of the association.

If there are several of them, they act individually, following the limits set in
the delegation order adopted by the administrative board.

The duration of the mandate of the daily management delegate is linked to the
term of the employment contract for employees and the term of office for
administrators.

The daily management includes both acts and decisions which do not exceed the
needs of the daily life of the association and acts and decisions that, either
because of the minor interest they represent, or because of their urgent nature,
do not justify the intervention of the administrative board.

Article 31 – General representation of the association

Legal actions, both as plaintiff and defendant, are brought or supported in the
name of the association by at least one administrator. The administrative board
can delegate this task to a legal council and/or lawyer.

The acts that bind the association, other than those of daily management, are
signed, unless there is a special delegation from the body, by two
administrators, who will not have to justify their powers to third parties.

Article 32 - Publications

The acts relating to the appointment or termination of the functions of the
administrators and the persons delegated to the daily management include their
surname, first names, domicile, date and place of birth.

All deeds are filed as soon as possible with the competent company court clerk,
in order to be published in the Moniteur Belge.

Article 33 - Liability of administrators

The administrators do not contract any personal obligation in relation to the
commitments of the association. They are only liable for faults committed in the
execution of their mandate.

Title VI – Executive Committee

Article 34 - Composition

The administrative board is advised and supported by an executive committee
composed of at least three people, appointed by the general assembly.

Executive committee members can only be natural persons.

Article 35 - Format, role and functioning

The dispositions and rules regarding the mandate, appointment, resignation,
dismissal, powers, functioning and decision making of the executive committee
are detailed in the Internal Rules of Procedure.

Title VII – Internal Rules of Procedure

Article 36 - Adoption and modification

The Internal Rules of Procedure detail provisions of the Statutes.

Internal Rules of Procedure (IRP) are drawn up by the administrative board and
presented at the general assembly for approval and for any possible amendments.
The latest approved version of the IRP is available at the association's
headquarters and on its website. It can be obtained with a simple written
request sent to the administrative board.

Title VIII – Accounts and budgets

Article 37 - Financial year and account management

The fiscal year begins on January 1 and ends on December 31.

The administrative board prepares the accounts for the past year in accordance
with the provisions of Book 3 of the Companies and Associations Code and Book
III, Title 3, Chapter 2 of the Code of Economic Law, as well as the budget of
the following year and submits them for approval to the annual general assembly.

Title IX – Dissolution and liquidation

Article 38 - Liquidation

Except in case of judicial dissolution, only the general assembly can pronounce
the dissolution of the association in accordance with Book 2, Title 8, Chapter 2
of the Code of Companies and Associations.

In this case, the general assembly appoints one or more liquidators, determines
their powers and their possible compensation, and indicates the allocation to be
given to the net assets that can only be made for disinterested purposes.

Article 39 - Allocation of remaining net assets

In all cases of voluntary or judicial dissolution, after the settlement of
debts, the net assets will be assigned to another organisation that pursues a
similar non-profit purpose.

Title X – Final Provision

Article 40 - Application of the Companies and Associations
Code

Everything that is not explicitly provided for in these statutes is regulated by
the Code of companies and associations, and with regard to the management of
accounts, by Book III, Title 3, Chapter 2 of the Code of economic law.