Constitution of the Carrefour européen a.s.b.l.

Constitution of the Carrefour européen a.s.b.l.



The undersigned agree to establish a non-profit-making association, according to the Law of 27 June 1921, whose Constitution shall be as follows:

Article 1 - Name: The name of the association is "CARREFOUR EUROPEEN a.s.b.l.".

Article 2 - Address and judicial district: The official address of the association is at the headquarters of the European Commission, 1049 Brussels. This address comes under the judicial district 1000 Brussels.

Article 3 - Object: The object of the association is to foster and develop extra-professional social relations between members, to promote the idea and the realisation of the European Union by way of various activities of a social and cultural nature, where required, in liaison with other existing associations, to permit and ensure integration of officials of European Institutions and other international Institutions based in Belgium or with representative offices in Belgium, together with members of their family, into their professional and private environment and, at the same time to make it possible for former officials to maintain and foster relations with officials still in service. It is with this sole objective that the association organizes activities and trips of a cultural nature on a purely non-profit-making basis.

Article 4 - Duration: The association is established without limit in time.

Article 5 - Membership: The association comprises full members, associate members and honorary members. The number of full members is unlimited, but must not be less than three.

5.1 Agents and officials, active or retired, of the European and international organisations, in their broadest definition, having their principal offices or representative offices in Belgium, are eligible to become full members.

5.2 On the proposal of a full member and with the consent of the Committee, a person not fulfilling the criteria set out in Article 5.1 may become an associate member. A refusal by the Committee is final and requires no justification. Associate members who are not related in the first degree to full members shall not exceed 15% of the number of full members.

5.3 Honorary membership may be conferred by the Committee on any person having rendered exceptional services to the Association.

By joining, members are bound by the articles of this Constitution . They agree to abstain from any activity which may be contrary to the spirit or the letter of the association.

Article 6 - Voting rights: Only full members have the right to vote and to stand for election to the Committee, and may be appointed auditors.

An honorary member who fulfils the criteria for full membership may also vote and stand for election as if he or she were a full member.

Article 7 - Resignations and exclusions: Any member may resign from the association by notice to the Committee. A member who has not paid the subscription due within one month of receiving a payment reminder shall be deemed to have resigned.

A member may be excluded by resolution of the Extraordinary General Meeting, for, inter alia, serious misconduct or for behaviour contrary to the aims of the association or acts against the present Constitution. A member who resigns or is excluded shall have no rights in the association's assets nor to the refund of any subscription paid. Such a member shall have no right to financial statements or the rendering of accounts, nor to the affixing of seals or the taking of inventories.

Article 8 - Subscription: The annual subscription shall be payable on 1 January each year. It shall be payable in full by all new full members joining the association before 1 July in any given year. All new full members joining after 30 June in any given year shall pay a subscription set at half the amount of the annual subscription. Subscriptions shall not be refundable.

The basic annual subscription shall be EUR 16 and shall be linked to the general retail price index in Belgium for October 2004. The annual increase in the subscription shall not exceed the rise in the value of the index at the time the subscription was last set and October of the year preceding the year for which the subscription is to be set.

Transitional arrangements governing the annual subscription for full members as at 1 January 2005For all full members whose annual subscription would have fallen due between 1 January and 31 March 2005, the annual subscription shall be payable in full;For all full members whose annual subscription would have fallen due between 1 April and 30 June 2005, the annual subscription shall be set at 75% of the annual subscription;For all full members whose annual subscription would have fallen due between 1 July and 30 September 2005, the annual subscription shall be set at 50% of the annual subscription;For all full members whose annual subscription would have fallen due between 1 October and 31 December 2005, the annual subscription shall be set at 25% of the annual subscription.
Article 9 - Accounting year: The accounting year shall be the calendar year.

Article 10 - General Meeting: The General Meeting, which is the governing body of the association, consists of all the full members and the honorary members who are qualified under Article 6. It is empowered to alter any articles of the Constitution , appoint or dismiss members of the Committee and auditors, approve budgets and annual accounts, decide on the voluntary dissolution of the association and exercise any other power whatsoever.

10.1 Ordinary General Meeting

The Ordinary General Meeting shall be held in January of each year. It is called by the Committee, by ordinary letter addressed to all members at least five working days before the meeting and signed by a member of the Committee. Notice of the meeting shall include the agenda, place, date and time of the meeting and shall be accompanied by a form of proxy.
All points to be added to the agenda should be sent, in writing, to the Committee by the preceding 31 December.

The General Meeting shall decide by simple majority of the votes cast by full members and qualified honorary members present or represented by proxy. Tied votes shall be decided by the casting vote of the Chairman. Members unable to attend may be represented by means of the written form of proxy attached to the notice of meeting, duly completed, dated and signed. Each member present may represent only one other member.
10.2 Extraordinary General Meeting

An Extraordinary General Meeting shall be called:

when the Committee so decides;when required in writing, giving precise reasons, by at least one quarter of the members;to exclude a member;to alter any article of the Constitution ; orfor the voluntary dissolution of the association.
It is effectively constituted by two thirds of the full members present or represented by proxy. If that quorum is not met, the Chairman shall, within 15 working days, call a new Extraordinary General Meeting, which shall be effectively constituted without any quorum. The Extraordinary General Meeting shall decide by a majority of two thirds of the votes cast by full members present or represented by proxy.

Notice shall be given by letter from the Committee to all members at least 15 working days before the meeting and signed for the Committee by the Chairman or by two members of the Committee. The notice shall include the agenda, place, date and time of the meeting and shall be accompanied by a form of proxy. Any points to be added to the agenda should be sent, in writing, to the Committee at least five working days before the Meeting. The meeting shall deal only with points mentioned in the agenda.

Chairmanship: Ordinary and Extraordinary General Meetings are chaired by the Chairman of the Committee or, failing the Chairman, by the Vice-Chairman, or, failing the Vice-Chairman, by the oldest member of the Committee. Where necessary, the Chairman shall nominate the Secretary.

Minutes: Decisions of Ordinary and Extraordinary General Meetings shall be recorded in minutes signed by the Chairman and the Secretary. Copies or extracts for publication shall be signed by the Chairman of the Committee or by two members of the Committee. Such copies or extracts shall be made available to all members, and to all third parties showing a legitimate interest, who so request in writing.

Article 11 - The Committee

11.1 The Committee shall be elected by the General Meeting for one year, renewable. It shall consist of at least three full members, who shall elect from among themselves a Chairman, a Secretary, a Treasurer, and, if necessary and according to the needs of the association, a Vice-Chairman and administrators. The duties of the members of the Committee are voluntary and unpaid.

11.2 The Committee is responsible for day-to-day management of the association; it shall adopt rules determining the tasks and responsibilities confided to its various members.

11.3 The Committee shall meet as often as the interests of the association require or at the request of the Chairman or three of its members. Decisions shall be taken by majority vote by those Committee members present. Tied votes shall be decided by the casting vote of the Chairman or acting Chairman. In the absence of the Chairman, the Vice-Chairman or, failing the Vice-Chairman, the oldest member shall act as Chairman. The responsibility of the members of the Committee is limited to carrying out the mandate conferred on them.

They shall assume no personal obligations in connection with those of the association.

11.4 If a seat on the Committee falls vacant, the Committee may provisionally appoint a new member. Such a new member shall serve out the remainder of the mandate of the member replaced. In the event of the resignation of the Chairman, or of more than one third of the members of the Committee, an Extraordinary General Meeting must be called to receive the obligatory resignation of the rest of the Committee and to elect a new Committee. Outgoing members are eligible for re-election.

11.5 A member of the Committee who fails to attend three successive meetings of the Committee is deemed, after written warning by the Chairman, to have resigned, and may be replaced by a member co-opted by the Committee.

Article 12 - Legal representation: Legal actions, whether as plaintiff or as defendant, shall be brought or defended in the name of the association by the Chairman or by a member of the Committee specially designated for that purpose. Acts binding the association, other than those of day-to-day management, shall be signed, either by the Chairman or by two members of the Committee, who shall not be required to prove their authority to third parties.

Article 13 - Resources of the association: The resources of the association shall comprise, without limitation thereto, subscriptions, revenues, subsidies and any gifts.

Article 14 - Auditors: The General Meeting shall appoint two auditors, for one year, renewable, from among the full members, to verify the accounts of the association and present an annual report to the meeting. The auditors cannot be members of the Committee. The Treasurer is obliged to submit to them all documents and vouchers and, at least 15 working days before the General Meeting, the accounts and draft balance sheet for the past year.

Article 15 - Budget and accounts: The financial year shall run from 1 January to 31 December. The General Meeting shall approve the accounts for the preceding year and the budget for the association..

Article 16 - Dissolution: In the event of dissolution of the association, the Extraordinary General Meeting shall appoint the liquidator(s) and decide on the destination of any remaining net assets.

Article 17 All matters not explicitly determined by the articles of the Constitution shall be governed by the Law of 27 June 1921, amended on 2 May 2002, general rules of law, regulations and common practice.

The Constitution approved unanimously by the founder members present at the General Meeting held in Brussels on 23 January 1998, superseded by the Constitution adopted with the majority required according to Article 10.2 of the said Constitution on the occasion of the extraordinary General Meeting held on 28 January 2005 in Brussels, is hereby superseded by the present Constitution which has been adopted with the majority required according to Article 10.2 of the said Constitution on the occasion of the Extraordinary General Meeting held on 19 June 2006 in Brussels.