Statutes changes in Article 20 concerning the board’s composition and the board’s limit of mandate.
Publication in the Belgian Monitor on 12/05/2017.
The first two paragraphs of Article 20 have been modified as follows:
TITLE V: Executive Board
Article 20 Composition - Nomination - Authority
The AISBL is administered by a board (administrative body) composed of seven members designated from among the representatives of the full members.
Board members are elected by the general assembly (body of general management) with a mandate of two years, for a maximum of four mandates, consecutive or flexible.
Download the PDF of the 2017 version of article 20 from the Belgian monitor publication: article 20
Download the PDF 2009 Statutes
“ EUROPEAN WRITERS COUNCIL – FEDERATION DES ASSOCIATIONS EUROPEENNES D’ECRIVAINS ” en abrégé « EWC-FAEE »
Association internationale sans but lucratif
International not-for-profit Association
Since 2015: Siège social à Bruxelles, Rue d’Arlon 75-77 / Registered office in Brussels, Rue d’Arlon 75-77
Download (original) the Statutes (PDF, 350 KBytes)
Registration nr. 886.193.681
Translation of the first original EWC-FAEE AISBL Statutes published in the Belgian Monitor on 18/01/2007 on the constitution of EWC-FAEE AISBL in Brussels.
Date : 21-09-2006
Expédition(s) Constitution de AISBL
Annexe(s) Annexes Moniteur belge
“ EUROPEAN WRITERS CONGRESS – FEDERATION DES ASSOCIATIONS EUROPEENNES D’ECRIVAINS ” en abrégé « EWC-FAEE »
Association internationale sans but lucratif
International not-for-profit Association
Siège social à Ixelles, rue du Prince Royal, 87
Registered office in Ixelles, rue du Prince Royal, 87
In the year two thousand and six.
On the twenty first September.
At Saint-Josse-ten-Noode, rue Royale, 250.
Before us, Notary partner, member of the civil law partnership formed as a private limited liability company under the name « Pierre Van den Eynde & Lorette Rousseau, Notaires associés », with its registered office at Saint-Josse-ten-Noode, company number 0472.271.224 RPM Bruxelles.
HAVE APPEARED :
1.- *LIST OF FOUNDING MEMBERS AS IN THE ORIGINAL STATUTES
* Represented by * appointed with such authority by decision of the general meeting of members held on *, an extract of which has been published in the in the Annexes du Moniteur belge of 18/01/2007.
* Represented by * by virtue of a private instrument of proxy dated * which is annexed hereto.
The representative acknowledges that the undersigned notary has explained to him/her the consequences of an invalid proxy.
The said parties, as founding members, represented as stated, being present, have requested us to draw up in this deed the articles of association of an AISBL international not-for-profit association (AISBL) which they declare to constitute between themselves, in compliance with the Belgian Statute of twenty seventh June nineteen twenty one on not-for-profit associations, international not-for-profit associations and foundations.
ARTICLES OF ASSOCIATION
TITLE I : Name, Registered office, Object and Duration
Article 1 Name
The AISBL is named “ EUROPEAN WRITERS CONGRESS – FEDERATION DES ASSOCIATIONS EUROPEENNES D’ECRIVAINS ”, acronym « EWC-FAEE ».
The AISBL is governed by the provisions of Title III of the Belgian law of twenty seventh June nineteen hundred and twenty one on not-for-profit associations, international not-for-profit associations and foundations (articles 46 to 57).
All deeds, invoices, announcements, publications and other documents issued by the international not-for-profit association to which legal personality is granted must mention its name immediately preceded or followed by the words « international not-for-profit association », or by the acronym « AISBL », as well as the address of its registered office.
Article 2 Registered office
The registered office of the AISBL is currently established in Ixelles, rue du Prince Royal, 87, in the judicial district of Brussels.
The registered office can be transferred to any other location in Belgium by decision of the executive board in accordance with its practice for day-to-day decisions, which shall be published in the Annexes du Moniteur belge and filed with the registrar of the commercial court having jurisdiction within a period of one month from the date of the decision.
Article 3 Aims and objectives
The AISBL has no commercial objective and pursues the following not profitable objectives of international utility:
- inform and support its member organisations, defend authors’ economic and moral rights, promote the professional and cultural interests of authors, improve the legal and social status of writers and literary translators in the whole of Europe ;
- encourage general debate in the fields of freedom of expression, intellectual property and artistic creativity, social status, contractual and working conditions of writers and literary translators ;
- Improve public awareness about copyright and the conditions of authors in Europe ;
- circulate pertinent information to its member organisations, particularly that relating to community initiatives in cultural, legal and regulatory matters.
In order to achieve its objectives, the association may :
- represent its members and defend their interests vis-à-vis the European authorities ;
- inform and assist literary professionals : improve the conditions prior to literary creation ;
- facilitate and encourage both trans-European cooperation and cultural exchange as well as the mobility of literary works – while promoting and defending the diversity of languages and the variety of artistic expression in the literary field ;
- organise and co-organise European events such as international conferences, seminars, workshops and symposia.
Generally, the association can undertake all activities relating directly or indirectly to its aims and objectives, or which could facilitate their achievement.
Article 4 Duration
The AISBL is constituted for an indefinite duration and can be dissolved at any time in accordance with Article 17 of the present statutes.
TITLE II : Members of the Association
Article 5 Composition
The AISBL is comprised of full members and associate members, physical persons or bodies with legal personality constituted under the laws and customs of the state of origin.
The admission of new members is subject to the following conditions :
1. Belgian or European organisations, national and supra-national and European organisations representing either a language, fiction or non-fiction writers, literature for children, whether writers of drama, script writers, and translators of literary works, whose works are published, distributed or commercially represented, provided such organisations have legal personality, can be full members.
Associations or moral persons who do not satisfy all the above criteria may nevertheless be admitted if it is in the interests of the association.
2. The following can be associate members :
Any Belgian or other association comprising authors, foundations or institutions.
All candidatures to become a full or an associate member must be addressed in writing to the Secretary General in such form as may be prescribed by the Executive Board. It will imply acceptance of the present statutes of the association and will be submitted to the Executive Board which will decide, at any meeting that follows receipt of the candidature, on the acceptance or rejection of the candidature.
Candidatures are approved or rejected by decision taken on a simple majority of votes, subject to ratification by the general assembly acting in accordance with article 14 of these articles of association.
On instruction from the Executive Board, the Secretary General shall inform candidates in writing about the acceptance or rejection of their applications.
The AISBL is not obliged to give the reasons for the rejection of a candidate.
Article 6 Voting rights – membership fees -
Full members have a right of discussion and vote at the general assembly, associate members have a right of discussion only.
Members pay an annual membership fees which is proposed by the executive board and determined by the general assembly. Any member who, after receiving two reminders, has still not paid the fee or who has not provided a valid explanation for the payment of the minimum fee, or who has not satisfactorily justified the absence of payment within a period of three months, will lose his/her/its vote at the next assembly. If a member fails to pay the membership fee by the end of the accounting year in question, that would amount to sufficient reason for a proposal by the executive board for the exclusion of that member.
Neither full nor associate members assume any individual liability for any actions taken in the name of the AISBL and the liability of each member is limited to the amount of that members’ fee and contribution towards the management costs of the association. Otherwise, the rights and obligations of full and associate members are those set out in these articles of association.
Article 7 Resignation
Full and associate members are free to withdraw at any time from the AISBL by addressing a letter of resignation to the president of the executive board. The resignation, however, will only take effect at the end of the following accounting year. The resigning member will maintain all rights and remain liable for all financial obligations towards the AISBL during this period.
Where a member is taken over by another society, whether or not the latter is a member of the association, that member conserves its status as a member of the AISBL along which all its rights and obligations. If the new controlling society decides to resign from the association, the regulations and periods prescribed above shall apply (even if the previous corporate member can no longer be recognised as an independent society).
Article 8 Exclusion
The exclusion of a member of the AISBL, whether full or associate, can be proposed by the executive board, after it has heard the defence of the interested party, and is, if need be, decided by the general assembly on a two thirds majority of full members present or represented. The executive board can suspend the rights of the interested party until such time as the general assembly has made its decision.
Article 9 Consequences of resignation or exclusion
A member who ceases to belong to the AISBL through resignation, exclusion or for any other reason, has no rights over the social fund. Such member cannot claim or require any extract or statement of the accounts or inventories, nor apply for the placing of seals on the assets of the association. Under no circumstances can a resigned or excluded member claim the reimbursement of membership fees previously paid.
Article 10 Register
The Secretary General must at all times keep a register containing the names of the full and associate members.
This register shall include the following indications:
• the full name of each member as well as the name of the physical person representing it and that person’s replacement, as provided in article 14 of these articles of association ;
• the address of members;
• their dates of admission;
• the date of withdrawal of every member.
TITLE III : General assembly
Article 11 Attributions
The general assembly is entrusted with all the powers necessary to fulfil the objectives and activities of the association.
More particularly, it has exclusive authority over the following matters:
•defining the priorities of the organisation, its activities and its development orientations ;
• modification of the statutes of the association, with the exception of the modification of the registered office;
•appointment and revocation of members of the executive board;
•approval of the budgets and annual accounts;
•giving discharge to executive board members;
•voluntary dissolution of the association;
•exclusion of a member;
•the adoption of internal rules.
Article 12 Composition
The general assembly comprises all the full members.
Each full member that is a juridical person must appoint in writing a physical person to represent it at meetings of the general assembly and who will be delegated to participate and vote in its name at such meetings. Each full member can, in the same way, nominate a replacement for its representative who can attend meetings, in the presence or otherwise of the representative, and who can vote in the name of the member only in the absence of the representative. Each full member shall ensure that the secretary general is always kept informed in writing of the identity of its representative and his/her replacement.
Article 13 Meetings of the general assembly
The general assembly meets every year.
The general assembly can be convened as an extraordinary assembly whenever the interests of the AISBL so require. It must be convened whenever at least one third of the full members so request.
Each general assembly is held on the day and at the place indicated in the convocation. The day and the time the assembly is to be held will be decided at the previous general assembly. The authority to determine the day and the time for the holding of the annual general assembly maybe delegated by the general assembly to the executive board. *First general assembly. All full members must be convened for a general assembly in writing by letter, fax, electronic mail or through notices published on the organisation’s web site.
Convocations are sent by the secretary general at least four months prior to the date the assembly is to meet. The motions and items for discussion that are proposed by full members must reach the executive board at least one month before the general assembly is held. The agenda and other relevant documents shall be sent to full members at least fourteen days before the general assembly is to be held. A meeting can, however, be convened with shorter notice period with the consent of all the members provided that such period cannot be less that eight days.
Article 14 Presidency
The general assembly is presided by the president of the executive board or, in the case of absence or incapacity, by one of the two vice-presidents. If neither of these is present, the members shall elect a president from amongst them.
Article 15 Quorum and majority
Each full member, with juridical personality, is entitled to attend and participate in general assembly through the intermediary of its representative and/or the latter’s replacement. No member may hold more that two proxies and, in the event of a vote, has, in addition to its own vote, the number of votes for which it holds proxies.
The general assembly is only valid if at least one half of the full members are present or represented. If less than half of the full members are present or represented, a second assembly will be held within six months of first general assembly which may freely deliberate irrespective of the number of full members present or represented.
No decision may be made on any matter that is not included in the agenda.
Without prejudice to article 16 below, resolutions are taken by simple majority of the full members present or represented.
Associate members can give their opinions on matters that are included in the agenda. This is a purely consultative opinion that is in no way binding upon the full members.
All resolutions are submitted to a vote by show of hands, in accordance with the procedure prescribed in the internal rules. Each full member, present or represented at the general assembly is entitled to one vote by show of hands provided that such member has paid its membership fee. However, members who have their registered offices in the same country may not participate in a vote with more than two votes. Thus, if three or more organisations have their registered offices in the same country, those organisations shall be entitled to vote together with a maximum of two votes. The general assembly can also decide to grant a distinct vote to full members that have adopted the juridical form of a supra-national organisation.
Article 16 Special quorums – special rules
By way of exception to the preceding article, the general assembly can deliberate in the following cases when two thirds of the full members are present or represented. The resolution is only adopted if there is a majority in favour of two thirds of the votes cast by the full members, present or represented:
• the revocation of a member of the executive board ;
• the exclusion of a member.
The general assembly cannot validly deliberate on a proposal for a modification of the articles of association or on a proposal for dissolution unless two thirds of the full members are present or represented. A decision is valid only if it is voted for by a majority of four fifths of the full members present or represented. However, if the general assembly is attended by less than two thirds of the full members (present or represented) of the association, a new general assembly shall be convened which shall make a definitive and valid decision on the proposal, with the same majority of four fifths of the votes, irrespective of the number of full members present or represented, at the earliest fifteen days after the first meeting. Modifications to the articles of association shall only come into effect after approval by the authority having jurisdiction, in accordance with article 50, §3 of the law of twenty seventh June nineteen hundred and twenty one on not-for-profit associations, international associations and foundations, and after publication in the Annexe au Moniteur belge, in accordance with article 51, §3 of the said law.
Any modification of the particulars referred to in article 48, paragraph 1, 2° of the law is subject to royal consent. Other modifications to statutory particulars, referred to in article 48, 5° et 7° are effected by authenticated deed.
Article 17 Dissolution
The general assembly shall determine the mode of dissolution of the association. The net assets remaining after liquidation shall be transferred to a not-for-profit juridical person governed by private law which pursues objectives that are similar to those of the association.
Article 18 Associate members
Associate members can be convened for any general assembly whenever the interests of the AISBL so require, with a right to be consulted but not to be counted when determining any necessary quorum of presence.
Article 19 Publication
Decisions, resolutions and minutes of the general assembly shall be notified in writing to members and through the organisation’s web site ensuring public accessibility. Interested third parties (such as the European Union authorities or national governments) will receive a copy of decisions, resolutions and minutes by official correspondence.
A copy of minutes of general assemblies will be archived at the registered office of the association. These minutes shall be made accessible to the public.
Resolutions of the general assemblies will be inscribed in a register signed by the president and the Secretary General.
TITLE V : Executive Board
Article 20 Composition - Nomination - Authority
The AISBL is administered by an executive board composed of at least seven members appointed from among the representatives of the full members. Executive board members are appointed by the general assembly with a mandate for two years which may be extended indefinitely. The members of the first Executive Board, however, who are appointed under the present constitution, are appointed with a mandate of one year which may be indefinitely extended. The office of executive board member is without payment or remuneration.
Executive board members act as individuals and not as representatives of organisations, countries, language groups or other interests.
Representatives of full members, who are candidates for the office of executive board member, must submit an application and brief curriculum vitae in writing at least two months before the date for the holding of the general assembly, clearly indicating the office for which they are applying. Applications must be sent accompanied by a written approval from an full member.
With the exception of the elections of the first Executive Board subsequent to the present constitutional deed, elections to the executive board are prepared and supervised by an election committee, composed of three members and two substitutes, elected at the general assembly that precedes the election.
The late receipt of a candidature results in the exclusion of the candidate from the office of executive board member to be filled, unless otherwise decided by the general assembly by a simple majority vote.
The President, Vice-Presidents and other executive board members are elected by three separate ballots. The first ballot concerns the office of executive board member, the second ballot concerns the office of president and the third ballot concerns the offices of vice-president. The election is made on a simple majority of votes of full members present or represented, through a written and secret ballot unless the general assembly decides otherwise.
The executive board has full power of management and administration, subject to the powers reserved to the general assembly. The executive board exercises its powers in accordance with the decisions taken by the general assembly. It can delegate the day-to-day management to one or several executive board members, to the secretary general, or to one or more employees in respect of whom it shall determine the scope of authority.
The executive board members are elected by the general assembly from a list of persons designated by the full members. All full members can propose candidates for appointment to the executive board.
Their attributions cease upon death, resignation, civil incapacity or being placed under provisional administration, revocation, or expiry of the term of office. An executive board member can be revoked by the general assembly with a two thirds majority of the full members present or represented.
In the event of a vacancy during the term of an office, the executive board can provisionally appoint a replacement who shall fill the vacancy until the following general assembly.
All decisions relating to the appointment or the revocation of an executive board member must be made in accordance with the law, filed in the dossier opened in the name of the AISBL with the registrar of the commercial court having jurisdiction and published in the Annexes du Moniteur belge.
Article 21 Officers
The general assembly shall appoint from among the members of the executive board, a president and two vice-presidents, elected for a term of two years. In the event of absence or unavailability of the president, meetings of the executive committee shall be presided by one of the vice-presidents or, if unavailable, by a president elected from among the members of the executive board who are present.
Article 22 Meetings
The executive board meets in Belgium or abroad, at least once a year, upon convocation from the secretary general, at the request of the president or an executive board member. A written convocation, mentioning the place, the day and time of the meeting as well as its purpose, shall be sent to executive board members before each meeting. This convocation shall be sent to executive board members by letter, fax or electronic mail two weeks before the date set for the holding of the executive board meeting.
The executive board cannot validly deliberate and act unless four of its members are present or represented. As long as this quorum is not reached, the executive board cannot deliberate and decide except in order to fill a vacancy or to convene a general assembly.
An executive board member who is unable to attend a meeting of the executive board can be represented by another board member provided that the president or the secretary general has been given prior notice thereof. A board member cannot, however, hold more than three proxies.
Resolutions of the executive board are taken by a show of hands on a majority of the board members present or represented. In the event of an equal number of votes, the president has the casting vote. A meeting can be adjourned upon a majority vote of two thirds of the board members present or represented and entitled to vote. No matter that could not be dealt with at the initial meeting shall be raised at the adjourned meeting.
Article 23 Powers
The executive board has the power to carry out all activities necessary or useful for achieving the association’s objectives, with the exception of those that the law or these articles of association reserve to the general assembly.
In particular, the executive board shall:
• process the applications of new members ;
• advise the secretary general, as s/he requests, on all matters referred by him/her;
• solicit payment of membership fees by members to cover operating expenses of the AISBL and other costs incurred by the AISBL for the attainment of its objectives; including the payment of membership fees to other associations that the executive board considers necessary in the interests of the association;
• establish and appoint sub-commissions and delegate to them tasks and assignments considered to be achievable in accordance with article 25 of the statutes of association;
• recruit and appoint management staff and personnel for the AISBL and set the terms and conditions of their employment ;
• draw up the annual accounts of the last accounting year as well as the budget for the following year.
Article 24 Publication
Resolutions of the executive board are to be inscribed in a register, signed by the president and the secretary general and kept available for members of the association. Copies or extracts to be provided for judicial or other purposes are to be signed by the secretary general or by a board member who can certify their conformity.
The executive board shall inform full members of resolutions by electronic mail or on the web site of the AISBL.
TITLE VI : Delegation of powers
Article 25 Sub-commission – General secretariat
The executive board can delegate certain powers of the AISBL to sub-commissions made up of persons considered apt to deal with the activities of the AISBL in line with conditions laid down by the executive board. The executive board reserves, however, the power to take all decisions when it comes to acts that constitute a legal undertaking for the association.
The executive board shall appoint a secretary general and a treasurer for a period and under terms and conditions to be defined by the executive board. The executive board has the power to dismiss the secretary general and the treasurer in the same manner as it takes its day-to-day decisions.
The secretary general is entrusted with convening the members of the general assembly and the executive board and manages the AISBL in the context of the day to day management. The treasurer is entrusted with probity of the accounting procedures, the keeping of annual accounts, the preparation of budgets including those for projects proposed, financed or supported by particular European Union programmes, the preparation of an annual balance sheet and financial accounts.
The secretary general shall attend meetings of the general assembly and the executive board but has no voting rights.
The executive board can delegate other powers to the secretary general or to other responsible persons when that is considered necessary for the attainment of the objectives of the association.
Article 26 Representation of the association
Deeds that are binding upon the association, other than those relating to day-to-day management, shall be signed , unless the executive board shall given a special delegation therefore, by the president and two board members or by the secretary general within the scope of attribution, who shall not be required to produce proof of their power to third parties.
Article 27 Liabilities
The board members as well as the secretary general do not, by reason of their office, incur any personal liability and are solely liable for the performance of their office.
Article 28 Representation in legal actions
Judicial actions, either as defendant or as plaintiff, are brought or supported in the name of the AISBL by the executive board represented by a board member or by the secretary general.
Article 29 Publication of decisions to appoint, revoke or terminate an appointment
Decisions relating to the appointment, revocation and the termination of an appointment of persons authorised to represent the association, made in accordance with the law, shall be published in the Annexes du Moniteur belge and filed in the dossier in the name of the association with the registrar of the appropriate commercial court.
TITLE VII : Budgets, Accounts, Internal rules and General Provisions
Article 30 Membership fees – management costs of the AISBL
The amount of the fee for full members and associate members is determined annually by the general assembly upon a proposal from the executive board. The management costs of the AISBL as well as all other costs incurred by the AISBL in the course of realisation of its objectives shall be borne by the members in accordance with the rules set out in the internal rules of the association.
Article 31 Accounting year – annual accounts
The accounting year shall commence on first January and shall close on thirty first December each year.
The annual accounts for the accounting year that has ended as well as the budget for the following accounting year shall be prepared by the executive board each year and submitted to the general assembly for approval.
The annual accounts shall be filed in accordance with article 51 of the law, in the file opened in the name of the association with the registrar of the commercial court having jurisdiction.
Article 32 Internal rules
The general assembly may, upon a proposal from the executive board, adopt internal rules that are compatible with these articles of association in order to ensure the functioning of the association.
Article 33 Legal Provisions
Anything that is not provided for in these articles of association and including publications to be made in the Annexes du Moniteur belge, shall be governed by the provisions of Title III of the Belgian law of twenty seventh June nineteen hundred and twenty one on not-for-profit associations, international not-for-profit associations and foundations.
The founding members take the following decisions, which shall only take effect at the date of the royal decree of recognition of the association.
First accounting year : By way of exception to article 19, the accounting year for the first year of existence of the AISBL shall commence on the date of publication of the royal decree of recognition and shall, exceptionally, end on thirty first December two thousand and seven.
Thereafter, each accounting year shall commence on the first of January and end on thirty first December of the same year.
FIRST GENERAL ASSEMBLY :
The full members present at the first general assembly, take the following decisions :
Executive Board members : by way of derogation from what is stated above in article 20, the following are appointed as executive board members for a term of one year :
2. Adi BLUM, Switzerland
3. Graham LESTER GEORGE, U.K.
4. Ingrid PROTZE, Germany
President : is appointed as President of the executive board :
Trond ANDREASSEN, Norway
Vice-Presidents : are appointed as Vice-Presidents :
Anna MENYHéRT, Hungary
Anastassis VISTONITIS, Greece
Election Committee : are appointed as members of the election committee:
1.Merete JENSEN, Finland
2.Ragnheidur, TRYGGVADOTTIR, Iceland
1. Election Committee Substitutes: are appointed as substitute members of the election committee:
No election committee substitutes were nominated in the First Assembly (2006). To be appointed in 2007 elections.
Executive board : the executive board members meeting together, appoint :
Myriam DIOCARETZ, The Netherlands
Jean-Pierre EXSTEEN, Belgium.
Adoption of the undertakings made in the name of the AISBL in formation :
All undertakings as well as the resulting obligations and all initiative taken since September 2006 by one or other of the parties present in the name of and for the account of the AISBL hereby constituted are adopted.
This adoption, however, shall only take effect at such moment as the AISBL shall have acquired juridical personality. The commitments entered into in the intervening period should be adopted as and when the AISBL acquires juridical personality.
The notary attests to the compliance with the provisions of Title III of the law of twenty seventh June nineteen hundred and twenty one on not-for-profit associations, international not-for-profit associations and foundations.
CERTIFICATE OF CIVIL STATUS AND IDENTITY
The notaries certify the civil status of the parties in accordance with the law and more particularly with the national register with their express consent.
In accordance with article 11 of the law of Ventôse, the notaries certify the names, first names and domicile of the parties as given in the national register.
The parties declare to us that they have been made aware of the draft of this deed, on * August two thousand and six and that this period of time has been sufficient for a proper examination thereof.
WHEREOF DEED EXECUTED
at, place and date given above.
And after reading with commentary and in full as regards the parties to the deed referred to in this respect by the law, and partially as regards the other provisions, the parties have signed before us, notaries.