STATUTES
Purpose
Article 1
In accordance with the law of 25 October 1919 is hereby incorporated a not-for-profit "international association", governed by the law of 25 October 1919, as amended by the laws of 6 December 1954 and 30 June 2000, and named "NEF, Network of European Foundations for Innovative Cooperation", formerly known as the Association for Innovative Cooperation in Europe (1996 - 2001) and Fonds Européen de Coopération (1977 - 1995), with its registered office at Résidence Palace, Rue de la Loi 155, B-1040 Brussels.
The registered office may be transferred anywhere in Belgium on a simple decision of the Board of Directors published within one month of the said decision in the Annex to the Moniteur belge.
Article 2
The association, which is not inspired by profit-making motives, has the purpose of strengthening philanthropic cooperation between foundations, associations, voluntary organisations and other non-governmental organisations in Europe . In particular, the association is meant to serve as a launching pad for new initiatives in which the major European foundations are involved.
Members
Article 3
The association is composed of members who may be natural and/or legal persons incorporated in accordance with the laws and practices of their country of origin. It is comprised of at least four members, who must be European.
Article 4
The admission of new members is decided by the General Assembly acting by a simple majority. To be admitted as a member, a natural or legal person must subscribe to the purpose set out in Article 2.
Membership ends upon:
A dismissed member may present his defence before the General Assembly.
General Assembly
Article 5
The General Assembly has all powers to implement the association's purpose.
The following prerogatives are reserved to the General Assembly:
Article 6
The General Assembly is convened at least once a year, either at the registered office or at any place in Europe indicated on the notice signed by the Chairman or in his name, and addressed at least two weeks before the scheduled date of the meeting. The meeting may also be held upon being convened by the Chairman at the request of one fourth of members.
Members have the right to be represented by proxy, but no member may represent more than two other members.
Article 7
Save in the cases for which provision is made in these Articles of the Association, resolutions shall be adopted by the simple majority of members present or represented (a quorum of 51% of members must be present and two thirds must be present for specific decisions such as amendment of the Articles of the Association) and they shall be notified to all members.
Items not on the agenda may not be the subject of a resolution, save in the case of a unanimous resolution.
Article 8
Resolutions passed by the General Assembly are entered into a register signed by the Chairman and kept by the Secretary of the Board, who shall make the said register available to members.
Article 9
The General Assembly shall elect a Chairman, a Deputy-Chairman, a Treasurer and a Secretary for a renewable term of office of three years. Throughout the duration of their mandate, they shall be respectively Chairman, Deputy-Chairman, Treasurer and Secretary of the Association.
Board of Directors
Article 10
The Association is administered by a Board of Directors comprising four members appointed for three years.
The By-Laws establish the procedures implemented for standing as a candidate and for the appointment of members to the Board.
Board members may be removed by the General Assembly acting by a two thirds majority of members present or represented.
Article 11
The Board of Directors is comprised of the Chairman, the Deputy-Chairman, the Treasurer and the Secretary of the Association.
Article 12
The Board of Directors meets at least twice yearly or upon special convening by its Chairman. Its resolutions are taken by a simple majority of members present, with a minimum of two. The Chairman shall have the casting vote.
Article 13
The resolutions of the Board of Directors shall be entered into a register signed by the Chairman and kept by the Secretary, who shall make the said register available to members of the association.
Article 14
The Board of Directors shall have all powers of management and administration, without prejudice to the prerogatives of the General Assembly. It may delegate day-to-day management to its Chairman or to another member of the Board or to an employee.
Article 15
All acts for which the association is liable shall be signed, save in the case of special proxy, by two members of the Board of Directors who are not obliged to establish proof of their authority in regard to third persons.
Article 16
Judicial actions shall be followed by the Board, represented by its Chairman or by a member appointed for this purpose by the Board of Directors.
Budget, Accounts and Finance
Article 17
The financial year is brought to a close on 31 December of each year. The Board is obliged to submit each year for approval by the General Assembly the accounts for the financial year just ended, once they have been audited by the chartered accountants selected by the General Assembly, as well as the proposed budget for the following year.
Article 18
The Association is financed by an annual compulsory fee paid by the members of the General Assembly (the amount of the fees is determined each year by the General Assembly) and by contributions from the private sector (individuals or institutions) and public sources: governments, European Union and other international organisations.
Amendment of the Articles of Association and dissolution of the association
Article 19
Any proposal intended to amend the Articles of the Association or to dissolve the Association must be issued by the Board or by two thirds of the members of the association.
The Board must notify the members of the Association, at least three months in advance, of the date of the General Assembly that will consider the said proposal.
To be valid, a decision must be approved by a two thirds majority of members of the Association.
However, if this General Assembly fails to bring together a quorum of two thirds of the members of the Association, an additional General Assembly shall be convened under the same conditions as above, and shall act validly and definitively on the proposal in question, by a majority of two thirds of the members present.
Amendments to the Articles of Association shall only take effect after being approved by Royal Decree and once the publicity conditions required by Article 3 of the law of 25 October 1919 have been fulfilled.
The General Assembly shall determine the mode of dissolution and winding-up of the association.
All of the association's funds shall be devoted to its purpose, as set out in Article 2. In the event of dissolution, its assets may only be transferred or made available to a body or bodies created for and devoted exclusively to charitable, educational or scientific purposes.
None of the association's assets, revenues, profits or net profits may procure an advantage to an employee, agent, administrator or member of the Board, or to any other person, with the exception of a reasonable indemnity for services rendered to the Association within the framework of its objectives.
In no case may the Association accept a donation which, pursuant to the law of 25 October 1919, would benefit, or whose market value would benefit, the donor or the natural or legal person designated by the donor.
General Provisions
Article 20
Anything not set forth explicitly in these Articles of Association, and in particular the documents to be published in the Moniteur Belge , shall be decided in accordance with the law.
BY-LAWS
AS APPROVED BY THE GENERAL ASSEMBLY ON 6 NOVEMBER 2003
In accordance with article 10 of the Statutes, the General Assembly promulgates the following By-Laws:
Article 1
The Board of Directors shall be comprised of the Chairman, the Vice-Chairman, the Treasurer and the Secretary. According to Article 9 of the Statutes, the Chairman, the Vice-Chairman, the Treasurer and the Secretary are elected for a period of three years renewable.
Article 2
According to Article 17 of the Statutes, the Council will prepare a draft budget to be submitted for approval to the General Assembly. The draft budget must be balanced.
Article 3
According to Article 5 of the Statutes, the General Assembly will propose each year the annual compulsory fee to be paid by the members of the General Assembly (the Managing Director is de facto a non-contributing member of the Council).
Article 4
Candidates to the membership of the Board of Directors must be members of the General Assembly. They will be nominated by the General Assembly at a majority vote for a period of three years. Their mandate will be renewable.
Should there be more than one candidate for each post; the election is carried out by secret ballot.
Article 5
All projects to be launched within NEF have to be presented to NEF General Assembly.
Only a Foundation member can propose to the General Assembly a new project with the view to enlarge it to other European countries, on the condition that the project proposed must be supported by the Foundation which initiated it.
The Managing Director has also the right of initiative: he receives and can select with the approval of the Board of Directors the best projects he proposes to the General Assembly.
When adopted, a new project is most of the time financed by more than two foundations (members of NEF or not) sharing the approved budget.
In some cases, when a feasibility study is required or a launching phase is not entirely financed, the budget can be covered by NEF General Reserve, after the approval of the Board of Directors.
Article 6
Any project presented to NEF's General Assembly by a member foundation, when accepted by the General Assembly, will be included in the NEF portfolio and be processed by NEF secretariat at no additional cost but the annual membership fee.
For non-member foundations involved in supporting a NEF project, a special management fee will be levied after having been settled in an agreement between NEF and the foundation(s) concerned.
Article 7
The procedures of implementation of the projects launched in the framework of NEF are described in an Agreement, signed by NEF and the beneficiary.
Purpose
Article 1
In accordance with the law of 25 October 1919 is hereby incorporated a not-for-profit "international association", governed by the law of 25 October 1919, as amended by the laws of 6 December 1954 and 30 June 2000, and named "NEF, Network of European Foundations for Innovative Cooperation", formerly known as the Association for Innovative Cooperation in Europe (1996 - 2001) and Fonds Européen de Coopération (1977 - 1995), with its registered office at Résidence Palace, Rue de la Loi 155, B-1040 Brussels.
The registered office may be transferred anywhere in Belgium on a simple decision of the Board of Directors published within one month of the said decision in the Annex to the Moniteur belge.
Article 2
The association, which is not inspired by profit-making motives, has the purpose of strengthening philanthropic cooperation between foundations, associations, voluntary organisations and other non-governmental organisations in Europe . In particular, the association is meant to serve as a launching pad for new initiatives in which the major European foundations are involved.
Members
Article 3
The association is composed of members who may be natural and/or legal persons incorporated in accordance with the laws and practices of their country of origin. It is comprised of at least four members, who must be European.
Article 4
The admission of new members is decided by the General Assembly acting by a simple majority. To be admitted as a member, a natural or legal person must subscribe to the purpose set out in Article 2.
Membership ends upon:
resignation of the member;
a decision of the General Assembly taken by a two thirds majority.
A dismissed member may present his defence before the General Assembly.
General Assembly
Article 5
The General Assembly has all powers to implement the association's purpose.
The following prerogatives are reserved to the General Assembly:
amendment of the Articles of the Association;
approval of the By-Laws;
nominating, relieving and dismissing;
discharge and removal of members of the Board of Directors (see Article 10);
approval of the budget and of the accounts;
determination of the amount of the compulsory annual fee;
dissolution of the Association.
Article 6
The General Assembly is convened at least once a year, either at the registered office or at any place in Europe indicated on the notice signed by the Chairman or in his name, and addressed at least two weeks before the scheduled date of the meeting. The meeting may also be held upon being convened by the Chairman at the request of one fourth of members.
Members have the right to be represented by proxy, but no member may represent more than two other members.
Article 7
Save in the cases for which provision is made in these Articles of the Association, resolutions shall be adopted by the simple majority of members present or represented (a quorum of 51% of members must be present and two thirds must be present for specific decisions such as amendment of the Articles of the Association) and they shall be notified to all members.
Items not on the agenda may not be the subject of a resolution, save in the case of a unanimous resolution.
Article 8
Resolutions passed by the General Assembly are entered into a register signed by the Chairman and kept by the Secretary of the Board, who shall make the said register available to members.
Article 9
The General Assembly shall elect a Chairman, a Deputy-Chairman, a Treasurer and a Secretary for a renewable term of office of three years. Throughout the duration of their mandate, they shall be respectively Chairman, Deputy-Chairman, Treasurer and Secretary of the Association.
Board of Directors
Article 10
The Association is administered by a Board of Directors comprising four members appointed for three years.
The By-Laws establish the procedures implemented for standing as a candidate and for the appointment of members to the Board.
Board members may be removed by the General Assembly acting by a two thirds majority of members present or represented.
Article 11
The Board of Directors is comprised of the Chairman, the Deputy-Chairman, the Treasurer and the Secretary of the Association.
Article 12
The Board of Directors meets at least twice yearly or upon special convening by its Chairman. Its resolutions are taken by a simple majority of members present, with a minimum of two. The Chairman shall have the casting vote.
Article 13
The resolutions of the Board of Directors shall be entered into a register signed by the Chairman and kept by the Secretary, who shall make the said register available to members of the association.
Article 14
The Board of Directors shall have all powers of management and administration, without prejudice to the prerogatives of the General Assembly. It may delegate day-to-day management to its Chairman or to another member of the Board or to an employee.
Article 15
All acts for which the association is liable shall be signed, save in the case of special proxy, by two members of the Board of Directors who are not obliged to establish proof of their authority in regard to third persons.
Article 16
Judicial actions shall be followed by the Board, represented by its Chairman or by a member appointed for this purpose by the Board of Directors.
Budget, Accounts and Finance
Article 17
The financial year is brought to a close on 31 December of each year. The Board is obliged to submit each year for approval by the General Assembly the accounts for the financial year just ended, once they have been audited by the chartered accountants selected by the General Assembly, as well as the proposed budget for the following year.
Article 18
The Association is financed by an annual compulsory fee paid by the members of the General Assembly (the amount of the fees is determined each year by the General Assembly) and by contributions from the private sector (individuals or institutions) and public sources: governments, European Union and other international organisations.
Amendment of the Articles of Association and dissolution of the association
Article 19
Any proposal intended to amend the Articles of the Association or to dissolve the Association must be issued by the Board or by two thirds of the members of the association.
The Board must notify the members of the Association, at least three months in advance, of the date of the General Assembly that will consider the said proposal.
To be valid, a decision must be approved by a two thirds majority of members of the Association.
However, if this General Assembly fails to bring together a quorum of two thirds of the members of the Association, an additional General Assembly shall be convened under the same conditions as above, and shall act validly and definitively on the proposal in question, by a majority of two thirds of the members present.
Amendments to the Articles of Association shall only take effect after being approved by Royal Decree and once the publicity conditions required by Article 3 of the law of 25 October 1919 have been fulfilled.
The General Assembly shall determine the mode of dissolution and winding-up of the association.
All of the association's funds shall be devoted to its purpose, as set out in Article 2. In the event of dissolution, its assets may only be transferred or made available to a body or bodies created for and devoted exclusively to charitable, educational or scientific purposes.
None of the association's assets, revenues, profits or net profits may procure an advantage to an employee, agent, administrator or member of the Board, or to any other person, with the exception of a reasonable indemnity for services rendered to the Association within the framework of its objectives.
In no case may the Association accept a donation which, pursuant to the law of 25 October 1919, would benefit, or whose market value would benefit, the donor or the natural or legal person designated by the donor.
General Provisions
Article 20
Anything not set forth explicitly in these Articles of Association, and in particular the documents to be published in the Moniteur Belge , shall be decided in accordance with the law.
BY-LAWS
AS APPROVED BY THE GENERAL ASSEMBLY ON 6 NOVEMBER 2003
In accordance with article 10 of the Statutes, the General Assembly promulgates the following By-Laws:
Article 1
The Board of Directors shall be comprised of the Chairman, the Vice-Chairman, the Treasurer and the Secretary. According to Article 9 of the Statutes, the Chairman, the Vice-Chairman, the Treasurer and the Secretary are elected for a period of three years renewable.
Article 2
According to Article 17 of the Statutes, the Council will prepare a draft budget to be submitted for approval to the General Assembly. The draft budget must be balanced.
Article 3
According to Article 5 of the Statutes, the General Assembly will propose each year the annual compulsory fee to be paid by the members of the General Assembly (the Managing Director is de facto a non-contributing member of the Council).
Article 4
Candidates to the membership of the Board of Directors must be members of the General Assembly. They will be nominated by the General Assembly at a majority vote for a period of three years. Their mandate will be renewable.
Should there be more than one candidate for each post; the election is carried out by secret ballot.
Article 5
All projects to be launched within NEF have to be presented to NEF General Assembly.
Only a Foundation member can propose to the General Assembly a new project with the view to enlarge it to other European countries, on the condition that the project proposed must be supported by the Foundation which initiated it.
The Managing Director has also the right of initiative: he receives and can select with the approval of the Board of Directors the best projects he proposes to the General Assembly.
When adopted, a new project is most of the time financed by more than two foundations (members of NEF or not) sharing the approved budget.
In some cases, when a feasibility study is required or a launching phase is not entirely financed, the budget can be covered by NEF General Reserve, after the approval of the Board of Directors.
Article 6
Any project presented to NEF's General Assembly by a member foundation, when accepted by the General Assembly, will be included in the NEF portfolio and be processed by NEF secretariat at no additional cost but the annual membership fee.
For non-member foundations involved in supporting a NEF project, a special management fee will be levied after having been settled in an agreement between NEF and the foundation(s) concerned.
Article 7
The procedures of implementation of the projects launched in the framework of NEF are described in an Agreement, signed by NEF and the beneficiary.
