About ENRIO

1.   Name, Legal Status, and Legal Seat

1.1. The Association is to be known as The European Network of Research Integrity Offices VZW and may use the abbreviation “ENRIO” (hereafter ‘the Association’).

1.2. The Association is incorporated as a non‐profit association under Belgian law (vereniging zonder winstoogmerk, meaning “non‐profit association”).

1.3. The legal seat of the Association is located in the Brussels-Capital Region. The legal seat of the Association may be transferred to any other location in Belgium by a decision of the Board, provided that the said transfer will not imply a change of the language of these Articles of Association according to the legal provisions governing the use of official languages in Belgium.

If the transfer of the legal seat of the Association implies a change of the language of these Articles of Association according to the legal provisions governing the use of the official languages in Belgium, only the General Assembly will be competent to decide on the transfer of the legal seat of the Association according to the presence quorum and the voting majority that is stipulated in Article 12.3.3 of these Articles of Association.

 

 

2.   Duration

The Association is incorporated for an indefinite duration.

3.   Purpose, Objectives and Activities

3.1. The Purpose of the Association is to promote and raise awareness of research integrity in Europe, to develop the capacities of European research integrity stakeholders, to address questions of research integrity policies and practice, and to create alliances in the field of research integrity.

3.2. The Association shall implement its purpose by focussing chiefly on the following fundamental Objectives:

• Providing a platform for networking, peer-learning, and the exchange of information and experiences
• Promoting good practice and building capacity through education, advice, events, and training
• Promoting research integrity through partnerships and advocacy

3.3. The Association shall carry out acts, take steps, and commit to all Activities that are deemed appropriate or useful in view of achieving its Purpose and Objectives. These may include, among others:

• Raise awareness of research integrity in Europe and promote the need for specific action
• Monitor EU initiatives that could affect the activities of the Member Organisations of the Association, informing them of these initiatives, and recommending to them the actions that they should take
• Publish (joint) opinions, concerns, needs and ideas through position papers, events, visits, and other agreed initiatives thereby advancing the cause of research integrity at a national and/or institutional level
• Identify EU opportunities related to funding and advocacy
• Foster cooperative links between the Member Organisations of the Association, and facilitate research and collaborations activities between them
• Organise training and capacity-building activities on research integrity including profit-making activities
• Join relevant related networks, projects, and alliances as appropriate and in line with the objectives of the Association

Additional activities may be set up by the Association’s Board.

4.    Membership Terms

4.1. Definition and Conditions

Membership is open to non-profit and/or public entities having their official address in a European State (Europe is intended as Geographical Europe in line with the UN geoscheme) or in a State in the neighbouring regions of Europe, and that fulfil the following criteria:

• A demonstrated commitment to promoting and furthering research integrity on a national or supra-national level.
• Actively support the Association’s Purpose and Objectives as outlined in Article 3.

Detailed criteria may be further defined in the Association’s Internal Rules.

The Association shall at all times have at least two Full Members (hereinafter referred to as ‘Member Organisations’).

4.2. Rights and Obligations

Each Member Organisation is entitled to:

• Participate in and vote at the General Assembly
• Nominate candidates for the Board
• Propose and lead Association activities, committees, working groups, and task forces as established by the Board
• Participate in all activities of the Association
• Receive all Member Organisation benefits of the Association as detailed in the Association’s internal rules.
• Use the Association logo on their websites and on relevant materials

Each Member Organisation shall commit to:

• Actively contribute to furthering the Purpose and Objectives of the Association as described in Article 4
• Promote the Association and its activities both externally and within their own Organisation
• Appoint a dedicated representative that will act as the main contact and liaison between the Association and the Member Organisation
• Respect the provisions of the Articles of Association and any Internal Rules
• Pay their annual membership fee in line with any terms outlined

5.   Contributor Types

Other legal and natural entities located in a European State (Europe is intended as Geographical Europe in line with the UN geoscheme) or in a state in the neighbouring regions of Europe can engage with the Association as contributors if they fit one of the following criteria:

• Research Integrity Champions: Individuals (natural entities), who are actively involved in developing the formal capacity of their country towards establishing (public or non-profit) research integrity structures or have made a significant contribution to the advancement of research integrity in Europe.
• ENRIO Affiliates: Non-profit and/or public research and/or research support structures (legal entities) with a strong interest in promoting and advancing research integrity
• ENRIO Partners: Networks, associations, and alliances – active in any geographical areas – that share the purpose and objectives of the Association as described in Article 3.

Detailed criteria may be defined further in the Association’s Internal Rules.

5.1. Rights and Obligations

Each Contributor is entitled to:

• Participate in the General Assembly (without voting rights)
• Propose and lead Association activities, committees, working groups, and task forces as established by the Board
• Participate in all activities of the Association
• Receive all Contributor benefits of the Association, as detailed in the Internal Rules
• Use the Association logo on their websites and on relevant materials

 

Each Contributor shall commit to:

• Actively contribute to furthering the Purpose and Objectives of the Association as described in Article 4
• Promote the Association and its activities both externally and within their own Organisation
• Appoint a dedicated representative that will act as the main contact and liaison between the Association and the Contributor
• Respect the provisions of the Articles of Association and any Internal Rules
• Pay their annual membership fee in line with all terms outlined

6.   DEFINITION

For-profit, public, and/or research and research support structures (legal entities) that aim to promote, grow and share best practice in research integrity can engage with the Association as Supporters.

Detailed criteria may be defined further in the Association’s Internal Rules.

6.2 RIGHTS AND OBLIGATIONS

Each Supporter is entitled to:

• Participate in the General Assembly (without voting rights) upon invitation
• Contribute to Association activities, committees, working groups, and task-forces as established by the Board upon invitation
• Receive all Supporter benefits of the Association, as detailed in the Internal Rules
• Use the relevant Association supporter logo on their websites and in relevant materials and communication

Each Supporter shall commit to:

• Contribute to furthering the Purpose and Objectives of the Association as described in Article 4
• Promote the Association and its activities both externally and within their own Organisation
• Appoint a dedicated representative that will act as the main contact and liaison between the Association and the Supporter
• Respect the provisions of the Articles of Association and any Internal Rules
• Pay their annual membership fee in line with all terms outlined

7.   Register OF MEMBER Organisations, contributors and supporters

The Association shall keep a register of all Member Organisations, Contributors and Supporters (‘the Register’) at the legal seat of the Association. This register shall contain the following details on each Member Organisation, Contributor and Supporter if applicable:

• the legal name,
• the registration number and legal form
• the official address

In addition, all the decisions regarding the admission, the resignation or the exclusion of Member Organisations, Contributors and Supporters shall be included in the Register. The Board can decide that the Register will be kept in an electronic format.

8.   ADMISSION

All entities that want to become involved with the Association as Member Organisations, Contributors or Supporters have to apply in writing, based on principles of transparency and non‐discrimination. Applications shall be addressed to the Board, who will decide on the application. The Board shall inform applicants of the outcome within one month of the decision.

Detailed admission criteria and procedures may be defined further within the Association’s Internal Rules.

9.   Termination of Membership

9.1. Resignation

Member Organisations, Contributors and Supporters have to submit a written notification of their resignation to the Board at least three (3) months before the end of the calendar year in order to terminate their engagement with the Association at the end of the same calendar year. If the letter of resignation is not submitted in line with these terms, the requested resignation enters into force only at the end of the following calendar year and the full annual fees for the following year shall be due.

The resigning member remains liable for his financial obligations with respect to the Association until the end of the current accounting year after the month of notice.

9.2. Suspension and TERMINATION

The General Assembly may suspend or terminate the membership of a Member Organisation,  or the involvement of Contributors and Supporters in the Association, on any of the following grounds:

• For breach of the Articles of Association, Internal Rules, or of a resolution of the General Assembly or of the Board
• For acting in a manner injurious to the reputation of the Association, contrary to its Purpose, goals and Objectives as outlined in article 3 or against its interests or the interest of its Members and Contributors
• In case a Member Organisation, Contributor or Supporter is in a situation of judicial administration, or bankruptcy, judicial reorganisation, dissolution or liquidation, or is subject to insolvency proceedings of a similar nature under the laws of any jurisdiction
• For default on the payment of the Membership, Contributor or Supporter fees after an official reminder has remained unremedied for more than sixty (60) calendar days. In case the fee of a Contributor or Supporter has remained unremedied for 24 months after the issue of the invoice, they will be considered as resigned from the Association.

Member Organisations, Contributors or Supporters who are deemed a candidate for suspension or expulsion shall be informed and shall be offered an opportunity to represent their view at the General Assembly. The decision of the General Assembly shall be validly taken only if two-thirds of the Member Organisations are present or represented at the relevant meeting and two-thirds of those present or represented approve the decision. Blank votes and abstentions are not taken into account. Criteria and procedures may be defined further in the Association’s Internal Rules.

Unless agreed upon differently by the General Assembly, any Member Organisation, Contributor or Supporter who sees its engagement terminated by resignation, suspension or termination has no right to the intellectual or physical assets of the Association, or to the reimbursement of the fees and other contributions that have been already paid.

10.   Fees for member Organisations, contributors and supporters

10.1. General Provisions

In order for the Association to pursue its Purpose, its Objectives and to carry out its Activities, Member Organisations, Contributors and Supporters pay annual fees. The terms of payment may be specified further in the Internal Rules.

The amount of the fee – as well as the terms thereof – is proposed annually for the following year by the Board and approved by the General Assembly. The fees and terms are published in the minutes of the meeting and may be specified further in the Internal Rules.

Each Member Organisation, Contributor and Supporter of the Association shall be liable only for the amount equivalent of its fees and shall not incur any responsibility as regards the commitments, obligations, and debts entered into by or in the name of the Association.

10.2. Calculation

The calculation of the Member Organisation, Contributor and Supporter fees is based on the decision of Board and General Assembly as stated in the official minutes. For Member Organisations, the annual fee will not exceed EUR 10,000 (ten thousand). The maximum annual fee can be revised due to inflation or for other reasons. Any changes to the maximum annual fee must be proposed by the Board to the General Assembly. Any proposed increases beyond the EUR 10,000 maximum annual fee will require changes to the Articles of Association, and must abide by the General Assembly’s decision-making process as defined in articles 12.3.3. Member Organisations shall be entitled to vote only if all due membership fees have been paid at least one week before the General Assembly.

Fees shall not be refundable, even in cases of resignation or exclusion.

11.   Organisational Structure

The Association’s governance is ensured by the following bodies:

• General Assembly
• Board

The Association’s management, operations, and administration are supported by the following bodies:

• Executive Committee
• Secretariat

Additional permanent or temporary bodies such as working groups, task-forces or committees may be appointed by the Board and may be defined further in the Internal Rules.

12.   General Assembly

12.1. Power, Role, and Responsibilities

The General Assembly is the policy-making and decision-making body of the Association. It shall in particular:

• Decide the composition of the Board as well as the remuneration of the Board members if any
• Discharge the Board and other accountable parties
• Dismiss any member of the Board
• Approve the annual accounts of the previous financial year
• Approve the annual budget for the following financial year
• Approve the annual work plan for the following financial year
• Approve the annual activity report of the previous financial year
• Approve the fees and terms for Member Organisations, Contributors and Supporters
• Decide on the suspension and exclusion of Member Organisations, Contributors and Supporters
• Decide upon changes to the Articles of Association, with the exception of any change to the legal seat that may be done in accordance with the provision of Article 1.3
• Decide upon the dissolution of the Association
• Perform or accept a free donation of an estate
• Decide to appoint and revoke the auditor and its remuneration
• Decide to start legal proceedings against the directors or the auditor, if any, on behalf of the Association
• Decide upon any other acts required by these Articles of Association or by the law to be submitted to the competence of the General Assembly

12.2. Composition

The General Assembly is composed of the Member Organisations of the Association having the right to vote. Every Member Organisation shall nominate an official representative to the Secretariat who is given the official power to vote on behalf of the Organisation no later than 2 working days before the General Assembly.

Contributors, Supporters, and the Secretariat have the right to attend the General Assembly as observers, if invited, and to have their opinion heard on all voting matters in an advisory capacity. The board may invite external experts to provide information and advice. Procedures

12.2.1 Convening and Agenda

The General Assembly shall meet at least once a year before the end of June. An Extraordinary General Assembly may be called by the Board, or at the request of at least one-fifth of all Member Organisations. This request shall be made in writing to the Board and contain the reason for calling the meeting.

The date and place of the meeting shall be decided by the Board. Annual General Assembly or Extraordinary General Assembly meetings can be held in physical form, or via electronic means of communication (e.g. audio‐/video‐conference) or by way of written procedure (e.g. regular letter or e‐mail), provided that the form of the meeting is so announced within the defined notice period calling for the meeting.

The President shall convene the meeting in written form at least 60 days before the decided date, together with the draft agenda, the location, the date and the time of the General Assembly. The draft agenda of the General Assembly shall be produced by the Board. At the request of one or more Member Organisations, if these are sent to the Board in writing at least 16 days before the General Assembly, the Board may add one or more items to the agenda.

12.2.2 Chairing and Minutes

The General Assembly shall be chaired by the President, or, in his/her absence, by another member of the Executive Committee agreed upon by the Board.

Minutes shall be written for each meeting, which lists the resolutions of the General Assembly. These are required to be signed by the Chair of the meeting. Minutes shall be made available to all Member Organisations, Contributors and Supporters. Minutes shall be filed in a register kept at the Secretariat, and will be made available to all Member Organisations, Contributors and Supporters who request to read them. All decisions concerning the Articles of Association and their modifications, the nomination or the termination of mandates, their representatives, mandates related to day‐to‐day management, and any other legal representation towards third parties, must be filed with the relevant Belgian authorities within the timeframe outlined in Belgian law.

12.3. Decision-Making

12.3.1 Quorum

Valid deliberations require that a quorum of at least 50% of all Member Organisations eligible to vote be present or represented. If a quorum is not reached, a new General Assembly will be convened at 15 days at the earliest without a quorum requirement.

12.3.2 Proxies

Any Member Organisation may be represented by the representative of another Member Organisation (‘proxy’). The Secretariat must be informed in writing of all proxies no later than two working days before the General Assembly.

12.3.3 Voting

Every Member Organisation, who has paid their membership fee for the current and previous years, is entitled to one vote. Any Member Organisation that is the subject of a resolution of the General Assembly to suspend or terminate its Membership of the Association shall not have the right to vote on that resolution at that General Assembly meeting.

All decisions shall be taken by a simple majority of the votes present or represented, except in the following cases:

• Dissolution of the Association and changes to the goal of the Association (as outlined in Article 4), whereby the decision must be reached through a quorum of 2/3rds of the Member Organisations present or represented, and a qualified majority of 4/5th of the Members Organisations present or represented.
• Changes to these Articles of Association and expulsions of Member Organisations, Contributors or Supporters, both require a quorum of 2/3rd of the Member Organisations present or represented, and a qualified majority of 2/3rds of the Member Organisations present or represented. Blank votes and abstentions are not taken into account.

In case of a tie, the President – acting independently and solely with the best interest of the Association in mind – will have the casting vote.

13.   Board

13.1. Power AND LIABILITY

The Board shall be responsible for the overall running of the Association. It shall have all powers not expressly reserved by law or (if applicable) by these Articles of Association to the General Assembly.

Specifically, the Board shall

• Establish strategic guidelines, financial objectives and any other directives for the internal management of the Association
• Initiate additional activities in line with the Association’s objectives
• Oversee the implementation of all Association activities
• Oversee the overall budget
• Adopt the Internal Rules of the Association following a consultation with the Member Organisations
• Review and decide upon applications to become a Member Organisation, Contributor or Supporter
• Appoint, oversee and steer the work of
  • the Secretariat;
  • Committees, working groups or task forces
• Draft, for decision by the General Assembly, information and recommendations concerning:
  • the annual accounts and annual budget
  • the annual activity reports and annual work plans
  • membership fees and terms
  • the admission, suspension, and exclusion of members
  • changes to the Articles of Association
• Decide of measures to be taken in case of serious facts threatening the continuity of the association

 

The Board Member Organisations are not personally bound by the obligations of the Association. Their liability shall be limited to those decisions, actions, and behaviour that are clearly outside the margin within which normally prudent and careful board members placed in the same circumstances can reasonably disagree.

13.2. Composition and ELECTION

The Board is composed of a minimum of three Board Member Organisations unless there are only 2 Member Organisations and in such cases, the General Assembly may appoint only two Board Member Organisations. Each Board Member Organisation shall be a Member Organisation, as defined in Article 4 of these Articles of Association. Each Board Member Organisation – being a legal entity – shall appoint amongst its directors, employees, shareholders or members a permanent representative, being a natural person, in charge of the execution of the mission of the Board Member Organisation in the name and on behalf of the Member Organisation that he/she represents (hereinafter referred to as ‘Board Member’).

Each Board Member Organisation has the same voting right.

The Board Member Organisations are elected for a three-year term by the General Assembly through a simple majority of votes by the Member Organisations present or represented. A Board Member Organisation may be reappointed by the General Assembly for consecutive terms. A more detailed overview of the election procedures, and the roles and responsibilities of the Board, may be included in the Internal Rules of the Association.

The permanent representative of each Board Member Organisation (‘Board Member’) is appointed by the Board Member Organisation in line with their own legal framework and internal processes. The Board Member will inform the Board of changes of the permanent representative of a Board Member Organisation at the earliest possible convenience.

The mandate of a Board Member Organisation may be revoked at any time by the General Assembly by a simple majority of votes of Member Organisations present or represented. Each Board Member Organisation may resign by submitting written notification to the Association President, or – in case of the President resigning – to the Board. After his/her resignation, the Board Member Organisation shall remain on the Board until he/she is replaced.

If the mandate of a Board Member Organisation ceases before its term, for whatever reason, the Board may freely appoint (by co-optation) a new Board Member Organisation for the remainder of the term, provided that the Board Member Organisation appointed (by co-optation) fulfils the criteria for the composition of the Board. The first upcoming meeting of the General Assembly following the co-optation shall confirm the mandate of the Board Member Organisation appointed (by co-optation). If the mandate of the Board Member Organisation appointed (by co-optation) is confirmed by the General Assembly, the said Board Member Organisation shall complete the term of office of the replaced Board Member Organisation, except if the General Assembly decides otherwise. If the mandate of the Board Member Organisation appointed (by co-optation) is not confirmed by the General Assembly, the mandate of said Board Member Organisation will come to an end immediately after the meeting of the General Assembly, without prejudice to the regularity of the composition of the Board until that date.

In case of termination of the mandate of a Board Member Organisation for whatever reason, the Board Member Organisation shall have no claims for compensation on the Association or for its assets, without prejudice to the mandatory labour law provisions and the services agreement provisions, if applicable.

The Board Member Organisations and the Board Members exercise their mandate without any remuneration. They may be reimbursed for the expenses incurred for the benefit of the Association. If such a process is agreed upon, it shall be defined further in the Internal Rules of the Association.

13.3. Convening and Agenda

The Board shall meet at least three times a year. An official invitation will be sent by or on behalf of the President to all Members of the Board in written form at least 10 working days before the date of the meeting. This invitation will include the draft agenda, invited advisors, venue/form of the meeting, date and time of the Board meeting.

The Secretariat has the right to attend as an observer. Unless a Board Member objects, others may also be invited to attend as advisors on specific agenda items. Neither observers nor advisors have a right to vote.

Meetings may be held physically, via electronic means of communication (e.g. audio‐/videoconference), or via written procedure, provided that the format of the meeting is so announced within the invitation that calls for the meeting.

13.4. Chairing and Minutes

The Board is chaired by the President, or, in his/her absence, by a Board Member who is agreed upon by the Board.

The resolutions taken by the Board shall be recorded and circulated as minutes to all Board Members and meeting participants. In case changes are requested, an updated version is circulated for approval. If no changes are requested by the Member Organisations of Board after one (1) month, the decision described in the minutes is considered as ratified. The minutes are then considered formally endorsed by the Board and kept in a register by the Secretariat.

13.5. Decision-Making

In order to make valid decisions, the Board meeting requires a quorum of more than half of the Board Members being present or represented. Any Board Member unable to attend may be validly replaced by a representative of the same Member Organisation (Board Member Organisation). The mandate of this representative needs to be confirmed in writing to the Secretariat at least two working days before the meeting. In the event that neither the Board Member Organisation nor a substitute representative can attend, the Board Member Organisation may give a proxy vote to another Board Member Organisation. Each Board Member Organisation may only carry one proxy vote.

The Board Member Organisations shall strive to make decisions by unanimous consensus of the present or represented Board Members. If a unanimous consensus cannot be reached and a vote proves necessary, decisions will be taken on the basis of a simple majority of the Board Members present or represented. In case of a tie, the President – acting independently and solely with the best interest of the Association in mind – will have the casting vote.

14.   Executive Committee

14.1. Role

The members of the Executive Committee act – by at least two of its members acting jointly – as the legal representatives of the Association. Each member of the Executive Committee may individually speak on behalf of the Association to third parties.

The Executive Committee may also exercise the powers assigned to the Board in case an urgent resolution is required before a Board meeting can be convened.

Similarly to Board Members, the members of the Executive Committee exercise their mandate without any remuneration. They may be reimbursed for expenses incurred for the benefit of the Association.

14.2. APPOINTMENT and Composition

The Executive Committee shall be appointed from the Board Members serving on the Board. It shall be composed of an Association President and two Vice-Presidents. In case the Board is composed of only two Board Member Organisations, the Executive Committee shall be composed of the President and one Vice-President.

The President shall be the first representative of the Association and chair the General Assembly, the Board and the Executive Committee. Should the President be absent or otherwise unable to fulfil his/her duties, another member of the Executive Committee shall stand in for him/her and fulfil his/her role duties and tasks.

The Executive Committee shall be responsible for overseeing the financial administration of the Association, including its budget, accounts, and procedures. The President’s role includes advising the Board on financial strategy and fundraising.

The Executive Committee shall be responsible for ensuring the good governance of the Association and its official meetings, in line with its Articles of Association and Internal Rules. His/her role includes ensuring that the Association’s records are created and maintained in accordance with Belgian law, these Articles of Association and the Internal Rules of the Association.

The mandates of the members of the Executive Committee are in line with the mandates of the Board. The Board appoints the Executive Committee from amongst the Board Members. Should the legal representative of a Board Member Organisation (Board Member) change during this period of the mandate, a new election for the vacant position in the Executive Committee will be held.

A more detailed overview of the election procedures, and the role and responsibilities of the Executive Committee, may be included in the Internal Rules of the Association.

14.3. Meetings and Decision-Making

The Executive Committee shall convene on a regular basis as required for the successful management of the Association. Any of its members may convene a meeting by sending an invitation in written format at least three working days before the date of the meeting. In case of urgent matters, the Executive Committee can jointly agree to waive the need for a written invitation and meet at their earliest convenience.

Meetings may be held physically, via electronic means of communication (e.g. audio‐/video conference), or via written procedure, provided that the format of the meeting is announced within the notice period calling for the meeting.

The Executive Committee may only legitimately pass resolutions if at least two of its members are present or legally represented. It shall strive to make decisions by unanimous consensus of the present or represented Member Organisations. If a unanimous consensus cannot be reached and a vote proves necessary, decisions will be taken on the basis of a simple majority of the members present or represented. In case of a tie, the President – acting independently and solely with the best interest of the Association in mind – will have the casting vote.

15.   Secretariat

15.1. Role

The Board may decide to contract a third party – being a legal or natural person – to take on the day-to-day management of the Association and to execute specific Association activities (the “Secretariat”). The work of the Secretariat may be remunerated.

When a legal entity is appointed to take on the role of the Secretariat, the latter shall appoint amongst its shareholders, members, or employees a permanent representative, being a natural person, in charge of the execution of the mission in the name and on behalf of the legal entity.

Subject to these Articles of Association and the Internal Rules, the Secretariat shall have all the power of daily management, administration, and execution of the activities of the Association, excluding those tasks exclusively reserved to the General Assembly and / or the Board. The tasks of the Secretariat may include financial management. The title of the permanent representative and their job description may be defined further in the Internal Rules.

15.2. Appointment and Management

The Secretariat is appointed by and reports to the Board. The terms and conditions of his/her/their/its office shall be determined by the Board. The Secretariat operates under the guidance of the Executive Committee. The Secretariat strictly follows the strategic guidelines and directives received from the Board. It may be entitled to participate in the meetings of all bodies of the Association as an observer.

In the event that the Secretariat is temporarily absent or temporarily unable to act, the Board may appoint a substitute, and the appointed substitute shall be temporarily entrusted with the day-to-day management of the Association.

16.   EXTERNAL Representation

The Association shall be validly represented vis-à-vis third parties and with regard to all judicial and extra-judicial deeds by:

• The President and one other member of the Executive Committee acting jointly or, in case of absence, two members of the Executive Committee acting jointly, or
• The permanent representative of the Secretariat within the limits of their mandate as outlined in Article 15, or
• A third party, appointed as a proxy (attorney-at-fact) by the Board to represent the Association within a specific and/or limited scope.

The details of all legal representatives are to be made publicly available and officially published in line with Belgian legal requirements.

17.   Financial Provisions

17.1. Financial Year

The financial year of the Association starts on 1 January and ends on 31 December of each year. However, the first financial year begins on the date of the incorporation of the Association and shall be closed on 31st December of the year of incorporation.

17.2. Funds

Association funds may include Membership/ Contributor/ Supporter fees, service fees, subscriptions as well as donations, unrestricted grants, subsidies and legacies awarded in support of the general aims of the Association.

Unless otherwise specifically indicated in these Articles of Association or in the Internal Rules of the Association, every Member Organisation, Contributor and Supporter, any of its representatives, and any member of the Board, shall bear all their own costs in connection with the performance of their activities for the benefit of the Association.

17.3. Budget and Accounts

The Executive Committee shall be responsible for overseeing the budget and the financial accounts of the association, and for reporting these to the Board on a regular basis. The Secretariat may assist the Executive Committee in managing the budget and financial accounts of the Association.

At the closing of each financial year, the Executive Committee ensures that a balance sheet, a profit, and loss‐account and all necessary annexes are produced and – if required by Belgian law or desired by the Board – audited. These shall be reviewed by the Board and then submitted to the General Assembly for approval.

18.   Internal Rules and hierarchy of norms

The Board has the power to make, repeal and amend Internal Rules for any matter concerning the management of the affairs of the Association to complement these Articles of Association following a consultation with Member Organisations.

Anything that is not provided for in these Articles of Association or in the Internal Rules, if any, shall be governed by the provisions of relevant Belgian law. In the event there is a conflict between these Articles of Association and the Internal Rules, if any, or any other kind of rules of the Association, these Articles of Association shall prevail.

A record of the Internal Rules is kept at the Secretariat and shall be made available to all Member Organisations, Contributors and Supporters upon request.

19.   Dissolution of the Association

The Association can be dissolved at any time if a resolution to this effect is adopted by the General Assembly. The resolution shall be adopted with the quorum and the majority required as specified in Article 12.3.3 of these Articles of Association.

In the case of dissolution of the Association, the General Assembly establishes the method, designates the liquidator(s) and determines their fees. The liquidator(s) shall distribute the net assets of the Association, if any, to a European non‐profit Organisation with similar or closely related objectives to that of the Association.

No Member Organisation, Contributor or Supporter of the Association shall be held liable for any commitments or contractual undertakings of the Association, or debts and liabilities of the Association prior to, during or after the dissolution procedure.

The Board Member Organisations of the Association are not liable if they have acted within their powers as defined in article 13.1. Should the Board have exceeded their powers or neglected their obligations, they may be held liable.

20.   Language, Conflict of INterest, Disputes, GENERAL PROVISIONS and Applicable Law

20.1. Language

The business of the Association shall be conducted in English, without prejudice to applicable legal obligations. These Articles of Association are written in Dutch and English. Only the Dutch version shall be used as the official text.

20.2. Conflict of interest

In case a Board Member, Board Member Organisation, Member Organisation, Contributor or Supporter (hereafter: “Concerned Party”) has a direct or indirect interest of a patrimonial nature, which is conflicting with the interest of the Association in a decision or an operation falling within the powers of the General Assembly or Board (hereafter: “Conflicting Interest”), it shall notify the conflict of interest to the Board and provide all facts material to understanding the nature and scope of the conflict as soon as is feasible and before the General Assembly or Board takes a decision related to the Conflicting Interest.

If the Concerned Party fails to do so, anyone aware of the potential Conflicting Interest is obliged to raise the issue to the Board before it or the General Assembly takes a decision in relation to the conflict of interest.

The statements and the explanations regarding the nature of the conflict of interest of the Concerned Party shall be recorded in the minutes of the meeting that takes the concerned decision. The nature of the concerned decision and the patrimonial consequences thereof for the Association and the justification of the decision that has been taken shall also be described in the minutes of the meeting.

The Concerned Party shall neither participate in the deliberations of the General Assembly or Board, nor participate in the vote related to the items on the agenda relating to the Conflicting Interest. In relation to the items on the agenda relating to the Conflicting Interest, the Concerned Party shall not be taken into account for the calculation of the presence quorum.

20.3. Disputes

The President will be informed of any issues or disputes that arise between Members Organisations, Contributors or Supporters of the Association regarding any activities covered by these Articles of Association. The President will then be responsible for mediating between the disputing parties in order to resolve the dispute.

20.4. GENERAL PROVISIONS

For the performance of their duties, the official representatives of the Board Member Organisations and of the Secretariat, if any, can elect a domicile at the legal seat of the Association.

20.5. Applicable Law

These Articles of Association shall be governed by and construed in all respects in accordance with the laws of Belgium.

Anything that is not specifically mentioned in the above Articles of Association shall be governed by the general legal provisions and customary law of Belgium.

Any disputes or differences arising out of or in connection with these Articles of Association shall be referred to the exclusive jurisdiction of the Belgian courts.