Statutes
Translation into English of the statutes of the Non-profit making international association: “Eurhodip”
Head office: 40, rue Washington at 1050 Brussels
CONSTITUTION
6th February 2007
We, Maître Bertrand NERINCX, Notaire associé, associated with the company “James Dupont, Bertrand Nerincx, Jean Vincke, Notaires associés”, having its head office at 1040 Bruxelles, rue de l’Industrie, 24, registered under number 0.476.479.539.
- Mr Alain SEBBAN, born in on of French nationality, personal address: 26, chemin Moulin Carron à 69130 Ecully, France;
- Mrs Helena CVIKL, born in on of Slovenian nationality, personal address Koroska Cesta 069 in Maribor in Slovenia.
The present parties, founding members, asked us to draw up the present statutes of a non-profit international association, which they declare they are establishing in accordance with the Belgian law of 27 June 1921 on non-profit making associations, non-profit making international associations and foundations.
Art 1: Designation
The present parties establish, under title III of the law of the 27 June 1921 on non-profit making associations, non-profit making international associations and foundations, an international non-profit making association, called “Eurhodip”.
Art. 2: Registered Office
The registered office of the association is located in the judicial area of Brussels, at 1050 Brussels, 40, rue de Washington.
The registered office can be transferred by the decision of the general annual meeting in any other place in Belgium, in accordance with the law concerning the use of languages in administrative matters.
Art 3: Objectives and Activities
The non-profit making objective of the association is to promote European education in hospitality and tourism.
The activities that the association intends to implement in order to reach the set objective are the following:
- issuing European diplomas;
- organising seminars for teachers;
- publishing handbooks concerning European education;
- organising conferences in relation with people working in the hospitality and tourist industry;
- the coordination of internships throughout Europe;
- issuing a quality label, and any other activity with direct or indirect bearing on the above mentioned objective.
Art 4: Duration
The association is created with no time limit.
Art. 5: Member status
The association is open to Belgian people and foreigners.
The association is composed of candidate members, full members, observing members and associate members.
- Candidate members are the hotel and tourism Schools, Universities, Institutes and Training Centres from the member states of the Council of Europe which apply for membership to the association.
- Full members are the candidate members, who, after a one to three year period, have been admitted by the general assembly at the recommendation of the board of directors.
- Observing members are the various associations or federations as well as the natural persons who give their support to the association. These members, when they are legal entities, appoint their representative.
- Associate members are the hotel and tourism Schools, Universities, Institutes and Training Centres which are not member states of the Council of Europe, and which are admitted by the annual general meeting at the recommendation of the board of directors.
Art 6: Admission, members’ rights
a) Admission
To become a full member, the candidate member is required to draw up an accreditation file in consultation with his/her country’s representative in the board of directors. Subsequently, said representative will submit this application to the board of directors. The board of directors issues a recommendation which is to be ratified by the General Assembly with a two-third majority of the full members, present or represented.
b) Members’ rights and privileges
The candidate member attends the annual general meeting with a consultative voice. He/she receives all information concerning the association and participates in the association activities. He/she is neither entitled to participate in the organisation of examinations nor to make use of the promotional elements of Eurhodip.
- The full member has voting rights. He/she is entitled to participate in all the association activities and make use of the promotional elements of Eurhodip.
- The observing members has the same rights as the candidate member with the particularity that he/she is entitled to mention, at his/her own discretion, the fact that he/she is an observing member of the association.
- The associate member is entitled to attend the annual general meeting with a consultative voice. He/she is authorised to participate in all the association activities and to use the association promotional elements.
Art 7: Exclusion and resignation
The board of directors may propose the exclusion of a member. The annual general meeting rules, with a two-third majority of the full members present or represented.
The defence of the concerned member may be heard during the said annual general meeting.
Members who cease to be part of the Association, in whichever way, lose all rights on the social fund.
The member who has not paid the annual contribution is automatically considered as a resigning member.
Art 8: Resources
The financial resources of the association are made up of:
- the annual membership fee paid by members, as proposed by the board of directors and voted by the annual general meeting;
- the registration fees of the candidates for a diploma;
- subsidies, grants and legacies;
- all other revenues directly or indirectly related to the objective of the association.
The annual general meeting can decide to set up a reserve fund, for which it will determine the amount and the conditions of the contribution of each member.
Art 9: Assignments
The General Assembly has full powers with regard to carrying out the purposes and activities of the association. It brings together all members of the association. Only members with deliberative voice have voting rights. Thus, the following are reserved to its exclusive competence:
- Approval of the budget and annual accounts;
- The appointment, by simple majority, of the members of the board of directors and of the commissioners when the association needs to appoint them;
- The granting of discharge to the members of the board of directors and to the commissioners, if applicable;
- Setting quotas;
- Amendment of the statutes;
- The exclusion as well as the admission of members;
- Approval of the moral report and action plan of the board of directors;
- All cases where the law so requires.
If the general meeting does not meet annually, it will have to approve the accounts and budget at its closest meeting in accordance with the preparation of the accounts by the board of directors.
It may also grant the outgoing President the honorary title of his function. That honorary chairman will sit on the board of directors as an observer. It may also grant a member who leaves the board of directors the title of honorary member.
Art 10: Holding of the General Meeting and Notices
The general assembly shall meet at least every two years.
By call of the board of directors, the general meeting shall meet by full right at the registered office or at the place indicated in the notice, under the chairmanship of the president of the board of directors.
The notice must be sent by letter, fax or email or any other means of communication at least fifteen days prior to the date of the general meeting and must contain the agenda. It is the president of the board of directors who presides over the meeting.
An extraordinary general meeting may be convened at the express request of at least one third of the active members or of the board of directors.
Art 11: Proxies
Members with voting rights may be represented at the general meeting by another member holding a proxy.
Each member with a deliberative vote must not have more than three proxies.
Art 12: Mode of Decision
Each active member has only one vote.
The general meeting can only validly deliberate if one third of the members are present or virtually present in accordance with the distance voting possibilities provided for in this article or represented.
The decisions of the general meeting can also be taken on the basis of votes cast by email or other virtual channels based on new information technologies.
Except in the cases foreseen in the present statutes, the resolutions are taken by simple majority of the members with deliberative votes (active members), present (physically or virtually) or represented and brought to the knowledge of all. It is only possible to deliberate on items included in the agenda unless all active members are present or represented.
The resolutions of the general meeting are recorded in a register signed by two members and kept at the registered office, which is kept available to all members of the association.
Art 13: Modification of the Statutes, Disolution
Without prejudice to articles 50§3, 51§2, and 3, 55 and 56 of the law on non-profit associations, international non-profit associations and foundations, any proposal to modify the statutes or dissolve the association must come from the board of directors or one-third of the members with deliberative vote and with the payment of dues on time.
The board of directors communicates to the members with a deliberative vote, at least fifteen days in advance, the date of the general meeting that will deliberate on the referred proposal.
The general meeting can only validly deliberate if it gathers half of the active members, present or represented.
In case of lack of quorum, a new general meeting will be convened, which may deliberate regardless of the number of members present.
No decision will be accepted unless it is voted on by a two-thirds majority of the active members present or represented.
Art 14: Composition of the board of directors
The Board of Directors elected by the general assembly is composed of a national delegate, appointed by each country’s members with voting rights and a number of members who are co-opted by the board of directors, half of them being members with voting rights at the general assembly. The number of co-opted members cannot exceed the number of national delegates.
Art 15: Duration of the mandate – expiry of mandate and dismissal
The duration of the mandate of the director is of three years.
Outgoing directors can be re-elected.
The mandate expires on death, resignation or exclusion.
The members of the board of directors can only be dismissed by the general assembly, ruling with a two third majority of members with voting rights, present or represented.
Art 16: Executive committee
The board of directors elects an executive committee among its members; it is composed of a president, a first vice-president, several vice-presidents, a secretary general, a treasurer, and possibly an assistant secretary general and an assistant treasurer.
The board of directors – with the approval of the general assembly – proposes to appoint a permanent expert who can assist the executive committee in its duties for the whole duration of the mandate.
He/she will attend with a consultative voice.
Art 17: Convening and quorum
The Board of Directors shall meet, at least once a year, on the president and the secretary general’s invitation.
The board of directors can only validly rule if half the members are present or represented.
Each director can hold a single proxy.
Art 18: Attributions
With the exception of powers explicitly reserved to the general assembly, the board of directors shall exercise all management and administrative powers. It looks after the well-balanced representation based on the nature of member schools.
It may, either wholly or partially, assign day-to-day operational management to the president, the secretary general or any other director who shall be expressly appointed for this task.
Art 19: Decision-making
The resolutions of the executive committee and of the board of directors shall be made by the majority of present or represented members.
Decisions can also be made on the basis of votes sent by mail or any other new information technologies virtual tools.
In the event of a tie in the votes, the president shall have the deciding vote.
Resolutions shall be recorded in a register signed by two members, kept at the registered office of the association and available to the members of the association.
Art 20: Representation of the association
Except for cases governed by a special proxy, all the acts which bind and commit the association, shall be signed by the president and a member of the board of directors, both of whom shall not have to justify to third party the powers given to this aim.
The association shall be represented within the limits of the day-to-day running by the president acting on his own or, if he cannot, by the treasurer acting on his own.
Legal actions, as claimant as well as defendant, are followed by the board of directors represented by the president or by a director appointed by the president to this aim.
Art 21: committees
The general assembly is authorised to set up committees in accordance with the objectives of the association.
The organisation and the activities of these committees reside under the responsibility of the general assembly.
Each committee is presided over by a president, assigned by the general assembly for a three-year term of office.
Each committee is composed of members with voting rights, candidate members, observing members and associate members.
Except for particular cases, all committee members have voting rights.
Each committee determines its own action plan, for which it reports to the board of directors and the general assembly.
The executive committee coordinates all committee activities.
Art 22: Financial year and accounts
The financial year starts on the first day of January and finishes on the thirty-first of December of each year.
In accordance with article 53 of the Belgian law on non-profit making associations, non-profit making international associations and foundations the accounts of the previous year as well as the budget for the coming year are drawn up by the board of directors every year and submitted before the general assembly for approval during the very next meeting.
The general assembly appoints two auditors. They check financial management and draw up an annual report.
The board of directors shall submit said report as drawn up by the two auditors to the general assembly for approval as well as the annual accounts in order to obtain discharge for its financial management over the accounts and balances.
In cases provided for in article 53 § 5 of the aforesaid law, the board of directors gives the daily financial running to one or several auditors, members of the Institut des réviseurs d’entreprises(institute of corporate independent auditors).
The accounts shall be registered in accordance with the law.
Art. 23: Internal rules and regulations
In conformity with the law, all matters which are not provided for in the statutes in hand may be settled by internal rules and regulations. Said internal rules and regulations shall be proposed by the board of directors and approved with a two-third majority of the voting members, present or represented in the general assembly.
Art. 24: Dissolution
In case the association should be disbanded, the general assembly shall appoint one or several liquidators, specify their powers and mention how to allocate net assets.
This amount shall be allocated to an institution or an association with similar purpose.
The decisions taken by, as well as the names, functions and addresses of the liquidator(s) shall be published in the appendix of the Belgian Moniteur.
Art. 25: Common law
All matters which are not explicitly provided for in the statutory provisions shall be settled by the law of 27 June 1921 on non-profit making associations, non-profit making international associations and foundations.
Statutory provisions which would turn out to be incompatible with the new legal provisions in force and mandatory shall be considered as not written.
Art. 26: Transitory provisions
The founding members make the following decisions which will only take effect on the date of the royal order recognizing the association.
First financial year: as an exception to article 22, the financial year of the first year of the association shall start on the day of the publication of the royal order and shall end exceptionally on the 31 December 2008.
Then, every financial year shall start on the first January and end on the thirty-first December of the same year.
The members of the board of directors: are appointed as directors for a three-year period:
Mr Alain Sebban, aforesaid, present and who accepts:
Mrs Helena Cvikl, aforesaid, present and who accepts:
The founding members honestly consider that, in terms of size, the association shall not meet the requirements enacted in the law which imposes the appointment of an auditor, and, consequently, they decide not to appoint any.
Resumption of the commitments made in the name of the association being set up:
All the commitments as well as the resulting obligations, and all the activities undertaken since
by one or the other party on behalf of and for the account of the association being formed are resumed by the association presently formed .
However, this resumption shall take effect only when the association will have acquired legal status.
BOARD OF DIRECTORS
At present, the newly appointed directors hold the present board of directors and decide unanimously to appoint:
Mr Alain Sebban, aforesaid, as President of the board, and he accepts;
Mrs Helena Cvikl, aforesaid, as Secretary General, and she accepts.
ATTESTATION DRAWN UP BY A NOTARY PUBLIC
The notary public testifies the compliance with the provisions mentioned in title III of the law of the 27 June 1921 on non-profit making associations, non-profit making international associations and foundations.
IDENTITY CERTIFICATE
The notary public who is drawing up the formal document certifies that in the light of the identity documents provided for by the law, the name, forenames, places and date of birth of the parties are exact as they appear in the present documents.
EXPENSES
95 Euros duties paid by the notary public Bertrand Nerincx.
Duly noted:
Drawn up and signed in Brussels, in the notary office.
Date : as above mentioned
The parties We declare that they have read the project of the present act, at least 5 working days before the signature of the present documents.
After a commented reading, of all the parts of the act concerned by the law, and of the other provisions, the parties have signed with Us, Notary.