New Statutes

The association is a non-profit international association.

It is called “EURHODIP”.

The Head Office is established in the Brussels-Capital Region.

It may be transferred to any location within the Brussels-Capital Region or the French-speaking region of Belgium, by a simple decision of the governing body, which holds full authority to officially record any resulting statutory modification, without altering the language of the statutes.

The association’s disinterested purpose of international benefit is to promote European education for hospitality and tourism.

In order to achieve this non-profit purpose, the association's activities, both in Belgium and abroad, for its own account or that of its members, include:

• Issuing European diplomas;
• Organizing seminars for teachers;
• Publishing manuals related to European education;
• Organizing conferences related to the professional field;
• Coordinating internships in Europe;
• Awarding a quality label and any other activity directly or indirectly related to the aforementioned purpose.

Generally, it has full legal capacity to undertake all acts and operations directly or indirectly related to its purpose, or that may facilitate, directly or indirectly, wholly or partially, the achievement of this purpose. It may, as an accessory, also carry out all commercial, industrial, financial, movable, or immovable operations in compliance with articles 181 and 182 of the Income Tax Code (CIR92).

However, it may not distribute or directly or indirectly provide any patrimonial advantage to its founders, members, administrators, or any other person, except for the disinterested purpose determined by the statutes.

The association may participate, by association, contribution, merger, financial intervention, or otherwise, in any companies, associations, or enterprises whose purpose is identical, analogous, or connected to its own or likely to promote the activities and objectives described above.

It may serve as an administrator or liquidator in other associations.

It may act as guarantor or provide real securities for legal entities whose purpose is identical, analogous, or related to its own, or likely to promote the activities and goals described above, in the broadest sense.

The association is created for an indefinite period.

The association is open to both Belgians and foreigners.

The association consists of trainee members, active members, associate members, and observer members.

• Trainee members are all educational entities in hospitality and tourism, such as schools, universities, institutes, training centers, associations, companies, federations, or individuals who apply for membership and whose candidacy is approved by the board of directors.
• Active members are trainee members such as schools, universities, institutes, and training centers in hospitality and tourism from Council of Europe member states, admitted by the general assembly on the proposal of the board of directors.
• Associate members are schools, universities, institutes, and training centers in hospitality and tourism from non-Council of Europe member states, admitted by the general assembly on the proposal of the board of directors.
• Observer members are various associations, companies, federations, or individuals who support the association and are admitted by the general assembly on the proposal of the board of directors.

a) Admission

• To become a trainee member, any candidate must prepare an accreditation file in collaboration with the delegate of the board of directors from their country.
• This delegate submits the request to the board of directors, which issues an opinion and deliberates on the acceptance or rejection of the candidate as a trainee member until ratified by the general assembly.
• If there is no delegate for the country represented on the board of directors, this function will be performed by one of the vice-presidents of the executive board, appointed for this purpose by the executive board itself.
• After approval of the candidacy by the board of directors, the membership candidate must be personally represented at the general assembly, where they will present their school, company, or organization.
• The trainee member will become an active, associate, or observer member, under the conditions determined in Article 5 of the statutes, after ratification by the general assembly with a two-thirds majority of active members present or represented.
• After ratification by the general assembly, the new member will only pay the registration fees specified, after which their membership process is complete.

b) Rights and Privileges of Members

• The trainee member participates in the general assembly with a consultative voice. They receive all information about the association and participate in its activities. They cannot participate in the organization of exams or use the association's promotional materials.
• The active member has a deliberative voice. They can participate in all activities of the association and use its promotional materials.
• The observer member has the same rights as the trainee member, with the particularity that they may mention, at their convenience, that they are an observer member of the association.
• The associate member is authorized to attend the general assembly with a consultative voice. They may participate in the activities of the association and use its promotional materials.

The board of directors may propose the exclusion of a member. The assembly must decide, with a two-thirds majority of active members present or represented.

The member concerned by the exclusion may defend themselves during the general assembly.

A member who ceases, for any reason, to be part of the association loses all rights to the association’s assets.

A member who has not paid their annual subscription is automatically considered resigned.

The association’s resources consist of:

• registration fees for the membership process, proposed by the Board of Directors and voted on by the General Assembly;
• the annual membership fees of the members, proposed by the Board of Directors and voted on by the General Assembly;
• registration fees for diploma candidates;
• grants, donations, and legacies;
• any other revenue directly or indirectly allocated to the association’s purpose.

The general assembly may decide to create a reserve fund, determining the amount and the contribution methods of each member.

The General Assembly possesses full powers to achieve the association's purpose and activities. It brings together all members of the association.

Only members with voting rights have the right to vote.

Thus, its exclusive competence includes:

• the approval of the budget and annual accounts;
• the appointment, by simple majority, of the members of the Board of Directors and, if applicable, the appointment and dismissal of the auditor and the determination of their remuneration;
• the granting of discharge to the members of the board of directors and to the auditor(s), if any;
• the determination of contributions;
• the amendment of the statutes;
• the exclusion as well as the admission of members;
• the approval of the moral report and the action plan of the board of directors;
• all cases where the Code des Sociétés et des Associations requires it.

It may also grant the outgoing President the honorary title of their position. This Honorary President will be a member of the Board of Directors as an observer.

It may further grant the title of honorary member to a retiring board member.

An ordinary General Assembly is held each year within the first six months following the end of the financial year.

At the invitation of the Board of Directors, the General Assembly convenes by law at the association's headquarters or at the place indicated in the invitation, presided over by the President of the Board of Directors.

The invitation is sent by letter, fax, email, or any other means of communication at least fifteen days before the date of the general assembly and contains the agenda.

The president of the board of directors presides over the assembly.

The board of directors and, if applicable, the auditor must convene the general assembly in cases provided for by law or these statutes, as well as whenever the interest of the association requires it or when at least one-fifth of the Voting Members request it.

Anyone may waive the invitation and, in any case, will be considered to have been duly convened if they are present or represented at the assembly.

Voting members may be represented at the General Assembly by another member holding a proxy.

Each voting member may hold no more than five (5) proxies.

Each active member has one vote.

The General Assembly can only validly deliberate if one-third of the members are present or virtually present according to the remote voting options provided for in this article or represented.

Unless provided for in these statutes, resolutions are passed by a simple majority of the voting members (active members) present (physically or virtually) or represented and communicated to all.Resolutions can only be made on the points listed in the agenda unless all active members are present or represented.

Resolutions of the General Assembly are recorded in a register signed by two members and kept at the registered office, which makes it available to all members of the association.

The governing body may provide for the possibility for members to participate remotely in the General Assembly through an electronic communication means made available by the association, in compliance with Article 10:7/1, §1 of the Code des Sociétés et des Associations.

Members participating in this way in the General Assembly are deemed present at the location where the general assembly is held for the respect of the presence and majority conditions.

In this case, the invitation to the General Assembly will contain a clear and precise description of the procedures relating to remote participation.

However, members of the bureau of the General Assembly may not participate in the General Assembly electronically.

Any member has the opportunity to vote remotely before the General Assembly in electronic form, according to the modalities determined by the Board of Directors.

§1. Any proposal to amend the statutes or to dissolve the association must originate from the Board of Directors or one-third of the voting members in good standing.

The Board of Directors informs the voting members, at least fifteen days in advance, of the date of the General Assembly that will decide on the said proposal.

The General Assembly can only validly deliberate if it brings together half of the active members, present or represented.

In case of lack of quorum, a new General Assembly is convened, which may decide regardless of the number of members present or represented.

No decision will be valid if it is not voted on by a two-thirds majority of the votes of active members present or represented.

§2. Only amendments to the statutes relating to the following elements must be executed by authentic act:

• The powers, the method of convening, and the method of decision-making of the general assembly of the association, as well as the conditions under which its resolutions are communicated to its members;
• The conditions for amending the statutes;
• The conditions for the dissolution and liquidation of the association and the disinterested purpose to which the association must allocate its assets in case of dissolution.

Furthermore, any amendment to the statutes relating to the precise description of the disinterested purpose pursued by the association and the activities that constitute its object must be approved by Royal Decree.

The Board of Directors elected by the General Assembly consists of a national delegate designated by the voting members of each country and a number of members co-opted by the Board of Directors, half of whom must have voting rights at the General Assembly.

The number of co-opted members may not exceed the number of national delegates.

Members of the Board of Directors may not receive remuneration for the tasks entrusted to them.

The term of office for a director is three years.

Outgoing directors are eligible for re-election.

The mandate expires by death, resignation, or revocation.

Board members can only be revoked by the General Assembly, deciding by a two-thirds majority of the voting members present or represented.

The Board of Directors elects an Executive Board from among its members, composed of a President, a First Vice-President, several Vice-Presidents, a Secretary-General, and a Treasurer, and possibly a Deputy Secretary-General and a Deputy Treasurer.

If appropriate, the Board of Directors proposes, with the approval of the General Assembly, to enlist the assistance of a permanent expert who may assist the bureau in its tasks during the term of its mandate.

This expert sits with consultative voice.

The Board of Directors meets at least once a year, at the express invitation of the President and the Secretary-General.

The Board of Directors can only validly deliberate if half of its members are present or represented. Each director may hold no more than three (3) proxies.

Subject to the powers conferred to the General Assembly, the Board of Directors exercises all management and administrative powers. It ensures a balanced representation based on the nature of the affiliated schools.

It may delegate, in whole or in part, daily management to the President, the Secretary-General, or any other expressly delegated administrator.

Resolutions of the Executive Bureau and the Board of Directors are passed by a majority of the members present or represented.

Decisions of the board may also be made based on votes cast by email or other virtual means based on new information technology.

In the event of a tie, the President's vote is decisive.

Resolutions are recorded in a register signed by two members and kept at the association's headquarters, which makes them available to its members.

When the governing body is called upon to make a decision or to pronounce on an operation within its competence regarding which a director has a direct or indirect financial interest opposed to the interest of the association, that director must inform the other directors before the governing body makes a decision. Their declaration and explanations regarding the nature of this opposing interest must be included in the minutes of the meeting of the governing body making the decision. The governing body may not delegate this decision.

The director with a conflict of interest may not participate in the deliberations of the governing body regarding these decisions or operations, nor participate in the vote on this point. If a majority of the directors present or represented has a conflict of interest, the decision or operation is submitted to the general assembly; if approved by the general assembly, the governing body may carry it out.

These provisions do not apply when the decisions of the governing body concern routine operations concluded under normal market conditions and guarantees for operations of the same nature.

All acts that legally bind the association, unless under special power of attorney, are signed by the President and a member of the Board of Directors, who shall not be required to justify to third parties the authority granted for this purpose.

The association is represented by the President acting alone within the limits of day-to-day management, or, in case of unavailability, by the Treasurer.

Legal proceedings, whether as plaintiff or defendant, are conducted by the Board of Directors, represented by its President or by a director appointed for this purpose by the President.

The General Assembly has the authority to create commissions, in accordance with the objectives and activities that the association seeks to implement.

Their organization and activities remain under the sole responsibility of the General Assembly.

Each commission is managed by a president appointed by the General Assembly for a term of three years.

Each commission is composed of voting members, trainee members, observer members, and associate members.

Except in specific cases, all members have voting rights.

Each commission determines its action plan, which it reports to the Board of Directors and the General Assembly.

The Executive Board coordinates the work of the commissions.

The financial year begins on January 1st and ends on December 31st of each year.

In accordance with the provisions of the Code des Sociétés et des Associations, the annual accounts for the past financial year and the budget for the following year are prepared by the Board of Directors each year and submitted for approval to the General Assembly at its next meeting.

The General Assembly appoints two auditors. They audit the financial management and prepare their annual report.

The Board of Directors is required to submit this audit report to the General Assembly for approval at the same time as the annual accounts in order to obtain discharge for its financial management regarding the accounts and balance sheets.

When required by the Code des Sociétés et des Associations and within the limits it sets, the association’s control is ensured by one or more auditors, members of the Institute of Auditors, appointed for three years and eligible for re-election.

The annual accounts must be filed in accordance with the Code des Sociétés et des Associations.

In compliance with Article 2:59 of the Code des Sociétés et des Associations, anything not provided for in these statutes may be regulated by internal regulations. Proposed by the Board of Directors, these regulations are approved by a qualified majority of two-thirds of the active members present or represented at the General Assembly.

• Such internal regulations may not, under any circumstances, contain provisions that:
• contradict mandatory legal provisions or the statutes; relate to matters for which the Code des Sociétés et des Associations requires a statutory provision;
• affect members' rights, the powers of the governing bodies, or the organization and functioning of the General Assembly.

In the event of the dissolution of the association, the General Assembly shall appoint one or more liquidators, determine their powers, and specify the allocation of the net assets of the association.

This allocation must necessarily be made in favor of an institution or association with a similar purpose.

The decisions, along with the names, professions, and addresses of the liquidators, will be published in the annexes of the Belgian Official Journal.

Anything not explicitly provided for in a statutory provision will be governed by the Code des Sociétés et des Associations.

Statutory provisions that are found to be incompatible with new and mandatory legal provisions that have come into force will be deemed null and void.

• Minutes of the Extraordinary General Assembly
• List of attendees at the Extraordinary General Assembly
• Document published in the Belgian Official Journal