Eucolait statutes (translated from French)
TABLE OF CONTENTS
I. Name, registered office, purpose and activities
III. The General Directional Body (General Assembly)
IV. Amending the articles - Winding up
V. The Governing Body (Board of Directors)
VI. Financial Issues
VII. General Provisions
Article 1. Name
There is hereby established an international non-profit association (INPA) whose name is abbreviated to “EUCOLAIT”, European Association of Dairy Trade. This association shall be governed by Title III of the Belgian Law of 27.06.1921 on non-profit associations, international non-profit associations and foundations.
This international association shall replace the de facto association having the same name and objects, which was established on 05.05.1959 and whose most recent modifications were brought about by the agreement adopted by the ordinary general assembly on 20.05.2005.
Article 2. Registered Office
The registered office of the association shall be located in a municipality of the Brussels conurbation. It is currently situated at 26, avenue Livingstone, 1000 Brussels. The registered office may be transferred to any other location within this conurbation by an ordinary decision of the board of directors, which shall be published in the Appendices of the Belgian Official Journal within a month of the date on which this decision is made.
Article 3. Purpose and Activities
The association pursues notably the non-profit making purpose of an international entity, namely to represent at a European and international level the interests of exporters, importers and traders of dairy products and provide them with any useful support in pursuit of their activities.
The activities of the association carried out to meet these objectives are the following :
a) to make studies of, and to conduct research into, trade in dairy products and in products derived therefrom, both inside and outside the Community;
b) to assist the process of harmonising national laws by providing appropriate scientific, economic and legal background material;
c) to inform the members about subjects of common and specific interest
d) to represent the interests of the association with the institutions of the European Union and with other international organisations and associations, whether governed by public or by private law
e) to seek solutions at the Community level for all issues which arise from items a, b, c and d above.
Article 4. Qualification for membership
Three membership categories are foreseen :
a) Full members: the full members shall consist of those national organisations of the Member States of the European Union which are recognised by law as representing those undertakings, governed by private law, which trade in dairy products as wholesalers, as importers or as exporters. They shall be recognised as full members having voting powers, to be exercised through those representatives whom they have appointed.
Where the trading activity referred to in the previous paragraph is represented by more than one national organisation, the representatives having voting powers shall be designated by mutual agreement between the said organisations, who shall inform the association of their decision.
b) Direct members: the direct members shall consist of the de facto national associations. Where no representative national organisation recognised by law exists, membership shall be open to undertakings on an individual basis. In the event of 6 individual undertakings or more, these individual undertakings which are members of the association shall, for the country in question, constitute a de facto national organisation. This de facto organisation shall be represented at the general assembly by a delegate appointed by mutual agreement between the individual undertakings in question. This delegate shall have the same voting rights as any full member minus one.
c) Associate members: all professional organisations and/or individual undertakings trading in dairy products as wholesalers, importers or exporters may be admitted as associate members where they express an interest in one or all of the purposes or activities of the association, and wish to give it their support.
Associate members may attend general assemblies as observers.
Article 5. Admission, resignation and exclusion
a) The admission of new members shall be governed by the following conditions and formalities:
- A written request must be sent to the secretariat, specifying the category of membership applied for and showing proof that the criteria listed in Art. 4 are fulfilled;
- The decision to accept a new member is taken by a four-fifth majority vote of the board of directors.
b) Members belonging to the three categories stated in article 4 may resign at the end of a calendar year, subject to providing at least six months’ notice. Any resignation must be officially notified, in writing, to the secretariat before 1st July. The resignation will be effective on 31st December of the same year.
c) The board of directors may propose to expel any member of the association and, after the member concerned has had the opportunity to defend his position, can expel that member by a majority of two-thirds of the members present or represented.
d) Any member who, whether by his death or through any other circumstance, ceases to be part of the association shall have no right to receive payments from the association’s funds. The same shall apply to his rightful heirs.
Article 6. Fees
The members are invited to pay an annual subscription fee fixed by the board of directors.
Article 7 Competences
The general assembly shall have the fullest powers in order to achieve the purposes and activities of the association.
The following areas are notably the reserve of the general assembly:
a) Determination of overall policy
b) Approval of accounts and adoption of the budget
c) Election and dismissal of the members of the board of directors
d) Discharge of the Treasurer
e) Modification of the articles of association
f) Dissolution of the association.
Article 8 Composition
The general assembly shall consist of all the full and direct members. Full members shall have six votes each and direct members shall have one vote each. Associate members may attend in an observatory capacity.
Article 9 Meetings and convocation
The ordinary general assembly shall, by law, meet at least once every year under the chair of the President of the Association in its registered office or at a location indicated in the invitation.
The invitation shall be sent out by the Secretary General, by mail, fax, email or any other communication tool, at least 8 days prior to the meeting of the general assembly. The invitation will include the agenda of the meeting.
An extraordinary general assembly may be convened where the board of directors, or at least three members belonging to three different countries, consider it necessary to do so.
Article 10 Decision making
The decisions made by the general assembly shall only be valid where at least two-thirds of its members with voting powers are present or represented.
Every full member, as well as each of the delegates representing the direct members, may arrange for themselves to be represented by another full member, or by a delegate having special powers of attorney. However, no full member or delegate may hold powers of attorney on behalf of more than two members.
No decision may be made on any subject which has not been placed on the agenda, unless unanimously decided by the general assembly.
Except as otherwise provided, resolutions shall be adopted by a simple majority of members with voting powers who are either present or represented, and shall be communicated to all the members. Null votes, abstentions or invalid votes are not taken into consideration.
The decisions are communicated to all the members by letter, fax, email or any other communication tool.
Notwithstanding articles 50(3), 51(2) and (3), 55 and 56 of the Belgian Law on non-profit associations, the international non-profit associations and the foundations, any proposal to amend the articles of association or to wind up the association must be made by the board of directors.
The latter must communicate to the members of the association, at least three months before, the date of the meeting of the general assembly which shall take a decision on the said proposal.
The general assembly may only take a valid decision on any amendment of the statutes or on winding up the association if at least two-thirds of the members with voting powers are present or represented.
No decision on this subject shall be regarded as being definite unless it has received a majority of at least four-fifths of the votes cast by the members present or represented.
However, if this general assembly is not attended by at least two-thirds of those members who have voting powers, a new meeting of the general assembly shall be convened. The general assembly shall take a final decision irrespective of the number of members present or represented, on the basis of a four-fifth majority of the votes, at the soonest 15 days after the first meeting.
Any amendment of the articles of association shall only take effect after having been sanctioned by the competent authority in accordance with article 50 §3 of the Law, and after publication in the Annexes of the Belgian Official Journal in accordance with article 51 §3 of the same Law.
If the association is wound up, the general assembly shall decide on how it is wound up and liquidated and shall decide how its assets are to be disposed of. The general assembly may appoint one or more auditors to liquidate the assets.
After liquidation, the potential net assets remaining are to be allocated to a private non-profit-making legal entity pursuing a similar purpose or, failing that, to a disinterested purpose.
Article 12. Competences
The board of directors shall have full powers of management and administration, except for those allocated to the general assembly.
It may delegate the day-to-day management of the association to the chairman, to another member of the board of directors or to the secretary.
Article 13. Composition
The association shall be administered by the board of directors, which shall have as many members as the association has national members affiliated to it, with a minimum of 3 members.
The appointment of the members of the board of directors and their deputies shall be decided by the general assembly by a majority of four-fifth of the votes of the members present or represented. The period of office of the directors shall be three years; this period of office shall be renewable.
Their function will be terminated in case of death, resignation, civil incapacity or in case of temporary administration, dismissal or expiry of their mandate.
The directors can be dismissed by the general assembly, by a majority of two-thirds of the voting members, present or represented.
The board of directors shall elect from amongst its members a president and one or several vice-presidents. It shall also appoint, within its members or not, a treasurer and a general secretary. In case the treasurer or general secretary are not members of the board of directors, they shall take part in the meetings, but shall not vote.
The deeds related to the nomination, dismissal and the termination of office of the directors or their deputies shall be communicated to the Justice Ministry to be kept on file and published, at the expense of the association, in the annexes of the Belgian Official Journal.
Article 14. Meetings and convocations
The board of directors shall meet as many times as is necessary, on the initiative of the president.
The invitation is sent out by letter, fax, email or any other communication tool.
Article 15. Decision making
The decisions of the board of directors shall be valid where at least two-thirds of its members or deputies, including the president or the vice-president are present.
Except as otherwise provided, the resolutions of the board of directors shall be taken by an absolute majority of those members who are present. Where the vote is tied, the chairman shall have the casting vote.
Article 16. Representation of the association
All the activities, with the exception of the day to day business, which bind the association shall, unless special powers of attorney have been conferred, be signed either separately or jointly, by two members of the board of directors, who shall not be obliged to provide any third party with evidence of the powers conferred for this purpose.
In all day to day business activities, the association shall genuinely be represented to third parties through the Secretary General or a staff member duly appointed to that effect.
Any court actions, whether they involve the association in the capacity of plaintiff or in that of defendant, shall be followed up by the board of directors, represented by its president or by another member of the board of directors delegated for this purpose.
Article 17. Budgets and accounts
The financial year of the association shall coincide with the calendar year.
Accordingly to article 53 of the Law, the annual accounts of the financial year as well as the budget for the next year are established each year by the board of directors and are submitted to the general assembly for approval at its subsequent meeting.
Article 18. Other affiliations
In the pursuit of its purpose and activities, in particular that contained in article 3 (d) above, the association may affiliate to other organisations whose objects are similar to, consistent with and complementary to its own.
Without prejudice to international customary law, any issues which are not covered by these articles of association or regulated by the internal rules of the association shall be governed by Title III of the Belgian law of 27 June 1921 on non-profit associations, international non-profit associations and foundations.