| Consultation: | FYEG General Assembly 2023 |
|---|---|
| Agenda item: | 6. Statutory Documents |
| Proposer: | FYEG EC |
| Status: | Published |
| Submitted: | 05/11/2023, 14:29 |
| History: | Version 1 |
This document is a proposed replacement to the current Statutes. Member organisations may submit amendments to the proposed document.
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
The international non-profit association adopts the following name “Federation
of Young European Greens”, in short “FYEG” (hereinafter referred to as “the
association”).
This name must be mentioned on all deeds, invoices, announcements, disclosures,
letters, orders, websites and other documents, whether or not in electronic
form, originating from the association, immediately preceded or followed by the
words “Association internationale sans but lucratif” or by the abbreviation
“aisbl” together with the address of the registered office of the association
and the other statements in accordance with the Belgian Companies and
Associations Code of 23 March 2019 (hereinafter referred to as 'CAC').
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
registered office of the association within the same language region in Belgium.
If, as a result of the move of the registered office, the language of the
present statutes has to be changed, only the General Assembly shall have the
power to take the decision to move the registered office of the association,
taking into account the requirements for a modification of the statutes.
The competent courts are the courts of Brussels.
The association is constituted for an indefinite period. It can be dissolved at
any time.
The association aims to:
Build a just, feminist, diverse, inclusive, democratic and sustainable
Europe;
Advocate for and support youth participation in democratic processes and
civil society at all levels;
Empower and support young people to bring forward their perspectives and
solutions;
Provide a forum where young people with green sympathies from all over
Europe can engage in meaningful dialogue and cultural exchanges.
The object, or concrete activities, through which the association can achieve
its purpose are:
Statutory and operational activities necessary to the functioning of the
organisation,
Network activities dedicated to growing and strengthening the federation;
Capacity building, training and support for its members, their members and
other young people in Europe;
Educational activities such as workshops, seminars, study session, summer
camps, intercultural exchanges, etc. targeting its members, their members
and other progressive youth;
Political exchanges amongst its members, with its partners and other
stakeholders;
Communications and campaigns to raise awareness, propose solutions,
influence behaviours, legislation and European policies that affect young
people, etc.;
To achieve its purpose, 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 disinterested goal.
The association can lend its support and take an interest in all
activities similar to its purpose.
The association is made up of member organisations only and has three categories
of member:
Full members
Candidate members
Associate members
The association has at least five full members.
General criteria for membership, are as follows:
be active on a regional or national level,
consist mainly of young people,
subscribe to the statutes and political platform of FYEG,
function based on democratic principles.
The association has at least five full members at all times. Members enjoy the
rights granted to the category of members to which they belong by the law and
these statutes. The same applies to the duties of members.
All full members should be 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.
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.
Members are not held responsible for commitments made in the name of the
association, insofar as all the provisions mentioned in these statutes and also
in other agreements between the association and that member were thereby
complied with.
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 general criteria for membership,
have been a candidate member for at least one year,
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 and upon reception of the official application, the Executive Committee
will review the application for full membership and advise the General Assembly
about the application.
The General Assembly then votes on the membership at the next General Assembly.
A candidate member is accepted and thus authorised to join the association as a
full member if an absolute two-thirds majority of the votes cast is obtained.
This decision of the General Assembly does not have to be motivated.
As soon as the decision concerning the candidate member is known, the
secretariat of the association shall inform it of this decision by e-mail. No
appeal is possible against this decision.
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:
send an official application to the secretariat of the association. This
can be done by ordinary mail or by e-mail sent to the (electronic) address
of the association. This application shall include its statutes, the
number of individual members, age limits for its members, list of
activities, budget, the intention to become a candidate member and all
other possibly relevant information.
The Executive Committee will examine the application and will present the
application at the next General Assembly, together with a recommendation on the
admission of the organisation as Candidate member. The General Assembly then
votes on granting the candidate membership.
The decision to grant a candidate membership must be taken by an absolute
majority of the votes cast. This decision of the General Assembly does not have
to be motivated.
As soon as the decision concerning the candidate member is known, the
secretariat of the association shall inform it of this decision by e-mail. No
appeal is possible against this decision.
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 general criteria for membership, as stipulated in article 5 of
the present statutes. To become Associate member an organisation should send an
official application to the secretariat of the association. This can be done by
ordinary mail or by e-mail sent to the (electronic) address of the association.
This application shall include its statutes, number of members, age limits, list
of activities, budget, the intention to become an associate member and all
relevant information.
The decision to grant an associate membership must be taken by the General
Assembly by an absolute majority of the votes cast. This decision of the General
Assembly does not have to be motivated.
As soon as the decision concerning the associate member is known, the
secretariat of the of the association shall inform it of this decision by e-
mail. No appeal is possible against this decision.
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 or membership fee paid.
If as a consequence of one of the above events, the number of full members of
the association would fall below the number stipulated in article 5 of the
present statues, the board will immediately call an extraordinary General
Assembly, with as sole agenda item to nominate additional full members to re-
establish the number of full members mentioned in article 5 of the present
statutes. In this case the board has the power to suspend the termination of the
full membership until a replacement is found within a reasonable period of time.
The administrative board may propose the temporary suspension of a member to the
General Assembly. The suspension of a member is pronounced by the General
Assembly by a simple two-thirds majority. In its decision to temporarily suspend
a member, the General Assembly also determines the duration of the suspension. A
suspended member loses its voting rights.
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 or membership fee paid.
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 a two-thirds majority of the votes cast.
Excluded members cannot in any way claim the assets of the association or the
reimbursement of the contributions paid.
The amount of the annual membership fee for full members is set by the
administrative board, in line with the rules adopted by the General Assembly in
the Internal Rules of Procedures (hereinafter referred to as 'IRP') and without
being able to exceed 10,000.00 EUR.
Full members that fail to pay their membership fee will not have voting rights
at the General assembly, unless the General Assembly explicitly votes to still
grant the organisation’s voting rights, this does not constitute a suspension.
The General Assembly is made up of all the members of the association. It is
chaired by the Presidency designated for this purpose by the assembly, in line
with the rules adopted by the General Assembly in the IRP.
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 company
approved as a social enterprise and into a cooperative company,
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.
The General Assembly shall be convened by the administrative board.
The administrative board convenes at least one annual general assembly in the
course of the 1st semester following the closing of the accounts.
The association may convene 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. This request is sent via email to the electronic address of
the association and includes a statement signed by one fifth or the full
members. In the latter case, the administrative board convenes the general
assembly within 30 days of the convening request. The general assembly is held
no later than 45 days following the convening request.
The administrative board convenes a general assembly by ordinary mail or email,
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.
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
ASBL, into a cooperative company approved as a social enterprise or into a
cooperative company.
If necessary, the administrative board can convene an online General Assembly.
This means that the General Assembly can be held via an electronic means of
communication made available by the association, whereby all participants can
communicate with each other, participate in the deliberation, ask questions and
simultaneously and continuously take note of the discussions during the meeting.
The members are thus deemed to be present at the place where the General
Assembly is held. The association must be able to verify the capacity and
identity on the basis of the electronic means of communication used.
The convocation contains a clear and accurate description of the procedures
relating to remote participation. The minutes of the General Assembly shall
mention any technical problems and incidents that prevented or disrupted
participation by electronic means in the General Assembly or in the vote.
Full members can also vote remotely, either by letter or via the website, using
a form made available by the association, or via an online voting platform. In
the latter case, the voting results must be saved.
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 or these statutes, 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 convened that may validly deliberate, regardless of the
number of full members present or represented. The second meeting cannot be held
less than fifteen days after the first meeting.
By default and except in cases where it is decided otherwise by law or these
statutes, the following provisions apply:
decisions are taken by a simple majority of votes present or represented,
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
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
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
General Assembly brings together at least two thirds of the full members,
whether they are present or represented. Amendments are adopted by an absolute
two-thirds majority of the votes of the full members present or represented.
However, the modification which relates to the disinterested 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 must be
convened 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 disinterested 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 to the statutes. 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.
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
company approved as a social enterprise and into a cooperative company, in
accordance with the rules prescribed by the Belgian CAC. By default, those
decisions are taken by the General Assembly in accordance with article 18 of the
statutes.
When the General Assembly decides on the dissolution of the association, a free
contribution of universality or the transformation of the AISBL association,
into an ASBL, into a cooperative company approved as a social enterprise and
into a cooperative company, the null votes, blanks votes and abstentions are not
taken into account for the calculation of majorities.
The decisions of the General Assembly are recorded in a register of minutes,
signed at least by the Secretary-General, 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. The administrative
board might also decide to maintain the register electronically and provide
online access to all members or provide an excerpt of the register at the
registered office.
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.
The association is administered by an administrative board composed of at least
three administrators, 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.
The duration of the mandate is unlimited. In the event of termination of the
mandate, the outgoing administrators are eligible for re-election.
An 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.
Besides dismissal, the mandate of an administrator only terminates by the
resignation or death of an administrator. 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.
As long as the General Assembly has not provided for the replacement of the
dismissed or resigned administrator, the latter shall remain in office pending a
decision of the General Assembly concerning the appointment of a new
administrator.
Any administrator who wishes to resign must notify their resignation in writing
to the other administrators of the administrative board. In the event of the
resignation of an administrator, the General Assembly may be convened 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, fulfils the mandate of the one they replace.
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.
The administrative board meets minimum once per year, convocation for this
meetings shall be sent by letter or electronic mail at least one day prior to
the date of the meeting and shall contain the date, time and, insofar as the
meeting does not take place online, the location of the meeting as well as the
agenda thereof. The administrative board can also meet whenever convened by the
Secretary-General, whenever the needs of the association so require or at the
request of any administrator.
The meetings of the administrative board may be held by means of audio and / or
video conferencing technologies, as agreed by the administrative board, allowing
all participants to communicate with each other and allowing for an effective
meeting between the persons concerned.
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.
The administrative board
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.
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 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.
The decisions of the administrative board are recorded in a register of minutes
signed at least by the Secretary-General and all the other 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. The administrative board might also
decide to maintain the register electronically and provide online access to all
members or provide an excerpt of the register at the registered office.
The administrative board shall have the power to perform all acts necessary or
useful for the realisation of the objects and the disinterested goal of the
association, except for such acts for which the General Assembly has exclusive
authority under the law or in accordance with these statutes.
Notwithstanding the obligations arising from functioning as a collegial board,
namely consultation and supervision, the administrators may share the management
tasks amongst themselves. This division of labour cannot be invoked as against
third parties, even after the same has been made public. However, non-compliance
with the same shall jeopardise the internal liability of the administrator(s)
concerned.
The administrative board manages the affairs of the association and represents
it in all operations in and out of court. The administrative board is competent
for all matters, with the exception of those expressly reserved by law to the
General Assembly. The administrative board acts as plaintiff and defendant in
all legal proceedings and decides whether or not to seek remedies.
Without prejudice to the general power of representation of the administrative
board as a college in the previous paragraph, the association is also
represented in court, both as plaintiff and defendant, by at least one
administrators, without it being necessary to demonstrate a prior decision of
the administrative board. The administrative board can also delegate this task
to a lawyer. Out of court, the association can be represented by two
administrators, who aren’t daily management delegates, without it being
necessary to demonstrate a prior decision of the administrative board.
The administrative board can also appoint authorized representatives of the
association. Only special and limited powers of attorney for specific or a
series of specific acts are permitted. The authorized representatives must then
rely on the power of attorney to make known their power of representation. The
authorised representatives shall bind the association within the limits of the
power of attorney granted to them, the limits of which shall be enforceable
against third parties.
The administrative board is responsible for the appointment and dismissal of the
authorized representatives of the association. The term of appointment of the
authorized representatives is indefinite. The following reasons can lead to
their dismissal: non-compliance with the statutes, the internal rule of
procedure, decisions of the General Assembly and of the administrative board.
This list is not exhaustive.
The administrative board shall ensure the daily management of the association.
It may delegate, under its supervision and responsibility, the daily management
to one or more administrators or to one or more employees of the association
(hereinafter called the “daily management delegates”).
The daily management of the association includes both the actions and decisions
that do not go beyond the needs of the daily life of the association and those
which, either because of their minor importance or because of their urgent
nature, do not justify the intervention of the administrative board.
In case of delegation, the daily management delegates will be appointed by the
administrative board by a simple majority of votes. The resignation or
termination procedure of the daily management delegate is governed by Belgian
law, in accordance with the employment or cooperation agreement between the
association and the daily management delegate. The daily management delegate is
entitled to a renumeration insofar this is stipulated in the agreement. The
duration of the mandate of the daily management delegate is linked to the term
of the agreement between the association and the daily management delegate.
The daily management delegate is responsible for operations related to, but not
limited to,:
The daily management delegate(s) represents the association externally. If there
are several of them, they act individually and only for contracts and
commitments up to 20,000.00 EUR.
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, national number, 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.
The administrators and daily management delegates shall be liable to the
association for errors committed during the performance of their duties.
With regard to third parties, the administrators shall be liable for extra-
contractual errors.
However, administrators are liable only for decisions, acts or conduct that are
manifestly outside the range within which normally prudent and careful
administrator, placed in the same circumstances, might reasonably differ.
The administrative board is in principle jointly and severally liable unless an
administrator proves that he has reported the alleged error to the
administrative board, in which case the administrator concerned is relieved of
liability.
If the liability of the administrative board or its administrators is retained,
it shall be limited to the liability that is mandatorily imposed under the law.
The administrative board is advised and supported by an executive committee
composed of at least three people, appointed by the General Gssembly.
Executive committee members can only be natural persons.
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.
The administrative board shall draw up all such Internal Rules of Procedures
(IRP) as it may deem necessary and present these at the General Assembly for
approval and for any possible amendments. Such internal regulations may not
contain any provisions contrary to the CAC or the statutes.
The IRP and any amendments thereto shall be notified to the Members in
accordance with Article 2:32 of the CAC, if applicable. The latest approved
version of the IRP shall always be available for inspection at the registered
office of the association and on the website of the association. It can be
obtained with a simple written request sent to the administrative board.
The financial year begins on January 1 and ends on December 31.
The administrative board prepares and closes the accounts for the past financial
year in accordance with the provisions of Book 3 of the CAC 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.
After approval of the financial statements by the annual General Assembly, the
latter decides in a separate vote on the administrator's discharge. This
discharge is only legally valid if the true state of the association is not
obscured by any omission or incorrect statement in the annual accounts, and,
with regard to the additional transaction under the articles of association or
contrary to the law, if these are specifically indicated in the convening
notice.
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
and 3 of the CAC and article 20 of the statutes.
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 similar
to the disinterested goal as described in article 4 of the statutes.
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 disinterested goal as described in article 4 of the statutes.
Everything that is not explicitly provided for in these statutes is regulated by
the CAC or any changes, any replacements or (future) implementations thereof.
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