Article 9
The Association shall be managed by a Board of Management composed of three (3) members at least, and eighteen (18) members at most, ordinary members of the Association elected by the General Assembly, which may also revoke such election. However, in case the Secretary General or the Scientific Advisor are members of the Board, the maximum number of Board members is raised accordingly, as of the time of their appointment until the end of their current term as a member of the Board of Management, up to not more than nineteen (19) (if the Secretary General and the Scientific Advisor are one and the same person or if only one of them is a Board member) or twenty (20) members as the case may be. At least one member of the Board of Management shall be of Belgian nationality.
The term of each member of the Board of Management elected at an Ordinary General Assembly of the Association is two years, beginning on January 1 of the year following the date of election. Such mandate may be renewed. Membership of the Board shall carry no remuneration.
The term of a member of the Board of Management elected at an Extraordinary General Assembly of the Association held between meetings of the Ordinary General Assembly, expires at midnight on December 31 of the year of the first ordinary General Assembly held following the election of such member.
If a member of the Board of Management resigns or dies during the term of such member, the Board of Management may fill the vacant Board position for the remainder of the term of such member by electing another member of the Association to the vacant Board position, subject to confirmation by the next General Assembly.
The former Presidents of the Association shall, unless elected to the Board, be honorary members of the Board of Management without the right to vote.
The Board of Management may appoint an Executive Committee consisting of the President, the Immediate Past President, the Vice-President(s), the Treasurer (if any), the Secretary General, the Scientific Advisor (if any) and possibly any other Board Member the Board deems appropriate, to prepare the meetings of the Board of Management.
Article 10
The members of the Board of Management shall elect from among themselves a President, one or more Vice-Presidents and, if necessary, a Treasurer.
The Board of Management shall appoint a Secretary General of the Association, who may or may not be a member of the Board of Management and set a fixed term for the mandate of the Secretary General. The Board of Management may, at any time, without notice and at its sole discretion, revoke the appointment of the Secretary General. The resignation of the Secretary General must be noted by the Board of Management.
The Board of Management may appoint a Deputy Secretary General, who shall have the same duties, the same rights and the same obligations as the Secretary General.
The Secretary General shall not be an auditor of the Association.
In case the Secretary General is not a member of the Board of management, the Secretary general may be invited to attend all or part of the Board’s meetings without, however, having a right to vote. The Secretary General shall be informed of every major decision taken by the Board of Management.
The Secretary General is responsible for the day-to-day management and the liaison with the President and the Executive Committee, where there is one, for establishing contacts between members of the Association and for carrying out the necessary financial and administrative functions, in particular coordinating information and acting as secretary to the Board of Directors, and for helping to organise the Association’s international congresses.
In the interest of the continuity of the Association, the term of the mandate of the Secretary General shall not necessarily coincide with that of the Board of Management.
The Board of Management may appoint a Scientific Advisor to the Association, who may or may not be a member of the Board of management, and set a fixed term for the mandate of the Scientific Advisor. The Board of Management may, at any time, without notice, and at its sole discretion, revoke the appointment of such Scientific Advisor. The Scientific Advisor shall perform any function determined by the Board of Management.
The Scientific Advisor may be the Secretary General, but shall not be an auditor of the Association.
In case the Scientific Advisor is not a member of the Board of Management, the Scientific Advisor may be invited to attend all or part of the Board’s meetings without, however, having right to vote. The Scientific Advisor shall be informed of every major decision taken by the Board of Management.
Article 11
The Board of Management shall meet not less than once a year; moreover, it shall meet whenever such a meeting is required in the interests of the Association or whenever such meeting is requested by not less than one quarter of the members of the Board of Management. All such meetings shall be convened by the President, or by the Immediate Past President acting together with one of the Vice-Presidents, or by two Vice-Presidents acting together, or by the Immediate Past President or a Vice-President acting together with the Secretary General or by a majority of elected Board members. Meetings shall be chaired by the Board’s President or, if the President is prevented from doing so, by the Immediate Past president or one of its Vice-Presidents.
The notice of convocation for a meeting of the Board of Management shall contain the date, time, location and agenda of each such meeting. It shall be in writing and be sent to the members of the Board of Management by post, electronic mail, or by telecopy not less than twenty-one (21) days in advance of the date of the meeting unless all members of the Board agree on a shorter term.
The deliberations of the Board of Management shall be valid only if half of the members of the Board are present or represented.
Members of the Board may be represented by another member of the Board, provided there exists a duly signed proxy. Each member of the Board can only hold two proxies.
Deliberations of the Board of Management may be conducted by means of conference call, videoconference or any other electronic means accepted by the Board of Management. The vote of members may be oral or written provided that it is clearly expressed and without any ambiguity.
Each elected member of the Board is entitled to one vote. Resolutions of the Board of Management shall be agreed upon by a simple majority vote of the members present or represented. In the case of an equality of votes, the vote of the President shall be decisive.
The deliberations of the Board of Management shall be recorded in minutes which shall be submitted for approval to the Board, at the latest during the next meeting of the Board, and which shall be signed by the President and one member of the Board.
Excerpts from, or copies of, such minutes shall be certified by a member of the Board, or the Secretary General.
Article 12
The Board of Management has the powers conferred on it by the Belgian Law.
The Board of Management shall have any and all powers to make all arrangements and take all acts necessary or useful to the realisation of the purpose of the Association, with the exception of those reserved by law or by these Statutes to the General Assembly.
The Board of Management is responsible for performing all formalities, including those of official reporting and publication, required by the Belgian law.
The Board of Management shall regulate the internal administration of the Association in Terms of Reference, which shall be submitted to the General Assembly for approval.
The Board of Management may, at its discretion, delegate the daily management of the Association to persons other than the Secretary General, who may or may not be members of the Board. The Board of Management shall determine the responsibilities of the member(s) responsible for the daily management of the Association.
The Board of Management may delegate special powers to members of the Board, to members of the Association or to third parties. Such special powers shall be limited to the scope and duration determined by the Board of Management.
The Board of Management may adopt Internal Regulations and amend them as necessary.
Article 13
Commitments binding the Association shall be valid if signed by at least two members of the Board of Management, or by one member of the Board of Management and the Secretary General, without requiring proof of a previous decision of the Board of Management.
The Association is represented in all judicial and/or extra-judicial acts, and are carried out on behalf of the Association by its President, the Immediate Past President or one Vice-President or any other member of the Board of Management specifically designated by the Board of Management.
In all of its relations with the Post Office and Banking institutions, in particular for payments and collection of mail (registered or otherwise) and the opening, closing and management of accounts, the Association shall be duly represented by the Secretary General, one of the members of the Board or by a person mandated by the Board of Management to perform such tasks.
As to third parties, the Association shall be bound by acts of a special delegate of the Association unless the third party has actual knowledge that such acts exceed the authority of the delegate.
The Association is also represented in acts relating to the daily management of the Association by the Secretary General.
As between the Association and a special delegate, the Association shall be bound by acts of a special delegate which are taken within the limits of the authority of the special delegate.
Article 14
The Association shall maintain accounting records in accordance with the Belgian Law. The financial year shall commence on 1 January and end on 31 December of each year.
The accounts of the previous year, the budget for the following year, and an activity report shall be presented every two (2) years to the General Assembly for approval. The budget shall reflect the proceeds and the charges for the following financial year. The accounts shall be filed in accordance with the Belgian Law.
The General Assembly shall elect from among its members, with the exception of its members who are also Members of the Board of Management, one or more auditors who shall be responsible for duly auditing the accounts of the Association and writing a report about the accounting and the annual budget.