Articles of Association | AmCham Belgium

Article 1 – NAME AND NOT-FOR-PROFIT PURPOSE

1.1. The non-profit making Association takes the name of “American Chamber of Commerce in Belgium," in abbreviated form “AmCham Belgium”.

1.2. The offices of the Association are located in the Brussels Region. The office may be transferred at any time to any other location in the Brussels Region by a vote of the Board of Directors.

1.3. The purpose of the Association is to further economic and business relations between the United States of America and Belgium.

The Association may undertake any and all activities directly or indirectly related to its purpose including, but not limited to:

hiring and dismissal of personnel,
purchasing, selling, and leasing of real and personal property,
editing and diffusion of newsletters and other publications,
organization of conferences and seminars,
carrying out studies and research projects,
representing the Association vis-à-vis government bodies, national and international institutions and organizations, and other persons or institutions,
communicating AmCham Belgium’s views through the media,
investing its assets and contracting loans, and
participating in the activities of other non-profit organizations.

1.4. The Association has the enterprise number 0408134626.

Article 2 – MEMBERSHIP

2.1. The Association shall be composed of active members and honorary members. The Board of Directors may establish various categories of active membership and determine the rights and obligations pertaining to each category.

2.2. Every candidate for membership in the Association should be sponsored by at least one Board member, who should attest to the candidate's qualification for membership.

2.3. Active members have the right to vote at general meetings of the Association in person or by giving a written proxy to another member of the Association.

Article 3 – ACTIVE MEMBERS – APPLICATION, RESIGNATION, EXCLUSION

3.1. The number of active members is unlimited, but must be at least 3. Any reputable person interested in the Association's not-for-profit purpose is eligible.

3.2. Applications for membership must be made in writing to the Board of Directors, which will decide upon the admission of members to the Association. The Board may delegate this power to the Executive Committee.

If the application is approved, the applicant shall become a member of the Association as of the first day of the month following approval of his or its membership.

3.3. Membership is renewable annually on the anniversary of the membership.

3.4. A member wishing to resign must send notice in writing by post, courier or email. Notification of resignation must be received by the Association no later than the last day of the first month of the new membership period. If such notification of resignation is not received, the member will remain on the membership list and will be liable for payment of dues for that year.

3.5. In no event will any resignation or exclusion of any member entitle such member to any assets of the Association nor to any refund of dues already paid.

3.6. Any member whose membership fee remains unpaid for a period of 30 days or more after receipt of a second payment reminder will be deemed to have resigned his membership but will remain liable for payment of dues for that year.

3.7. Membership shall expire automatically upon the death of an individual member or upon the liquidation or bankruptcy of a member which is a legal entity.

3.8. A member can only be excluded upon a decision of the General Meeting, acting on a reasoned proposal of the Board of Directors. The General Meeting will take its decision with the same quorum and voting majority as are required for an amendment of these Articles of Association. Such exclusion can be requested if, in the opinion of the Board, any member’s actions are incompatible with the not-for-profit purpose and objectives of the Association.

3.9. Upon a decision by the Board of Directors, the Members Register may be kept in electronic form.

Article 4 – HONORARY MEMBERS

4.1. By a majority vote, the Board may elect to honorary membership persons who have favored the not-for-profit purpose of the Association. Their membership will start as of the date of their appointment by the Board of Directors.

4.2. In addition to the persons appointed in accordance with Article 4.1, the United States Ambassadors to the Kingdom of Belgium, the European Union and the North Atlantic Treaty Organization shall, as of the date of their appointment to function, by right, be Honorary Members together with the following officials at the United States Embassy to the Kingdom of Belgium: Minister Counselor, Counselor for Economic Affairs, and Commercial Counselor. Their membership will automatically expire at the end of their function.

4.3. Honorary members enjoy all the rights and privileges possessed by active members, except the right to vote.

4.4. Honorary members do not have to pay any membership fee.

4.5. Honorary members are subject to the same conditions of membership as active members, as set out in Articles 3.4, 3.5, 3.7 and 3.8, without prejudice to Article 4.4.

Article 5 – MEMBERSHIP FEES

5.1. The membership fee for active members may not exceed twenty five thousand euros a year and will be decided by the Board of Directors within that limit.

5.2. The membership fee referred to in Article 5.1 is payable on receipt of an invoice.

5.3. Membership of the Association is valid for 12 months with effect from the first day of the month following approval of the membership. Membership for any subsequent years shall start as of the anniversary date of the membership of the preceding year without prejudice to Article 3.3. The Board of Directors may decide on the modalities of invoicing and may modify the corresponding membership periods.

Article 6 – MANAGEMENT OF THE ASSOCIATION

6.1. Board of Directors

a) The Association shall be managed and directed by a Board of Directors composed of not less than 9 persons, who may be physical persons or legal entities. They shall be elected from among the Association’s active members or their representatives. A majority of the members of the Board of Directors shall comprise U.S. citizens and/or persons representing U.S.-controlled legal entities.

b) The term of office for Board members is 3 years. Outgoing members are eligible for re- election.

c) The mandate of a director shall not be remunerated.

d) The directors shall be elected by the Association's Annual General Meeting or by any other General Meeting of the Association and may be dismissed at any time by a majority of the votes cast by the members present or represented.

e) If the active member is a physical person, only such physical person may be elected as a director subject to the approval of the Nominations Committee.

If the active member is a legal entity, either the legal entity, represented by a physical person, may be elected as a director or a physical person appointed by such legal entity. In either case, only one and the same physical person can represent, or be appointed by, a legal entity which is an active member and such physical person must be a director of, employed by or a contractor (by means of a management agreement, a partnership agreement or a substantially analogous form of arrangement) of such legal entity. It is the responsibility of such legal entity to ensure that the physical person, who is an appointee or a representative of the legal entity on the Board, is duly appointed in accordance with the rules and regulations applicable to such legal entity.

In no event shall an active member at any given time have more than one representative or appointee on the Board and such representative or appointee shall remain the same physical person during the entire term of the director’s office without prejudice, however, to the other provisions of these Articles of Association.

f) All director candidates, whether active members themselves or representatives or appointees of legal entities which are active members, must be approved by the Nominations Committee, except if their candidacy is otherwise supported by the signatures of at least 15 active members.

The Nominations Committee shall prepare a list of director candidates, containing the names of all persons whose candidature has received the signature of at least 15 active members as well as the names of any such persons which it may, itself, have chosen as director candidates by a majority vote.

This list shall be sent to all members of the Association not later than 15 days before the general meeting.

g) Subject to Articles 6.1.e) and 6.1.f) above, if the position of a member of the Board of Directors becomes vacant, the remaining directors may appoint a new director to replace the director whose position has fallen vacant. The first general meeting after such appointment must confirm the mandate of the appointed director. If the General Meeting confirms the mandate, the new director shall fulfill the mandate of the previous director. If the General Meeting does not confirm the mandate, the mandate of the new director will end immediately after such general meeting, but that will in no way otherwise affect the valid composition of the board of directors up until that moment.

h) The Board of Directors may also appoint advisors to the Board upon a proposal by the Nominations Committee. Such advisors may be invited to attend any Board meeting, but will not have the right to vote.

i) The Board of Directors may invite the Committee Chairs of the other special Committees to attend Board meetings. The Committee Chairs will not have the right to vote at such Board meetings unless they are elected as a director in their own right.

j) The Board of Directors may also invite other external guests to attend meetings as and when required or deemed advisable, but no such guests will have the right to vote.

k) The Board of Directors shall meet at least twice a year. In addition, the President may convene the Board whenever he considers it advisable. He must do so if at least one third of the members of the Board so request. The agenda of the Board shall be drawn up by the President. He must include on the agenda any item so requested by at least 5 members of the Board.

l) The Board's decisions are only valid if at least one half of the members are present or represented. Any director may grant a proxy to another director in order to be represented at a specific meeting of the Board of Directors. Such proxy must be recorded in a document bearing the director’s signature (which may be an electronic signature as defined in Article 1322, paragraph 2 of the Civil Code) and must be notified by post, fax, email or any other means of communication specified in Article 2281 of the Civil Code. The Board of Directors decides by simple majority of the votes cast by the directors present or represented. Each director shall have one vote. In the event of equal voting, the President has the casting vote.

m) Board decisions can also be taken by the unanimous written decision of all directors.

n) The Board of Directors is vested with the most extensive powers to perform all acts necessary or useful for the realization of the not-for-profit purpose of the Association, except those which are reserved by law or by these Articles of Association to the general meeting. All residual powers are granted to the Board of Directors. Inter alia, it can perform all acts necessary for the accomplishment and continuation of all the Association's purposes. The Board can (and the following enumeration is not limitative) draw up and sign any contracts and deals; buy, sell, exchange, acquire and transfer, lease and let any personal or real estate necessary for attainment of the Association's not-for-profit purpose; make and receive any deposits; accept and receive any private or official subsidies and grants; accept and receive any donations and legacies, as well as any transfers of property; contract any short or long term loans, with or without guarantee; constitute any actual rights over the Association's personal or real estate, such as preferential rights, mortgage with stipulation of re-sale, pledges, etc.; grant release of any preferential or mortgage registrations, as well as of any orders to pay, transcriptions, distraints and other hindrances, with or without establishment of payment; forgo any actual rights and resolutive action; appoint and dismiss any employees, decide their salary, wages and duties; draw up any rules of internal procedure, all without having to produce proof to third parties of any deliberations or special powers.

o) The Board of Directors shall appoint officers as set forth in Article 6.3.

p) The office of a director shall come to an end in the event of:

voluntary resignation;
expiry of the term of office;
dismissal by the general meeting at any time, deciding by a majority of the votes cast by the members present or represented; or
permanent disability or death.

Any voluntary resignation shall be notified in writing to the President of the Board. Such resignation shall be effective as of the date stated in the resignation letter; or failing a mention of any such date, as of receipt by the President of the resignation letter.

q) If, during the term of his or its office, a director is no longer a director of, employed by, or a contractor (by means of a management agreement, a partnership agreement or a substantially analogous arrangement) of the active member who he or it represents (a “Change”), he or it shall no longer be allowed to represent such active member on the Board.

In such event, the active member is allowed to terminate, immediately after the Change, the power and authority of the person in question to represent that legal entity on the Board and the latter shall be permitted to propose a new representative on the Board, subject to the requirements of Subsection e) of this Section 6.1, including approval of the Nominations Committee, and provided, however, that the legal entity remains an active member of this Association.

r) Without prejudice to Subsection p) of this Section 6.1, if during the term of his or its office, a Change occurs or the legal entity which a director represents is no longer an active member of AmCham Belgium, such director shall forthwith tender his or its resignation, which shall in any case be effective prior to the next following Board meeting.

Notwithstanding the above, but only in the event (i) the director is elected in his or its own name; (ii) his or its resignation was triggered by a Change; and (iii) either his or its new employer is an active member and agrees to have the individual or entity represent it on the Board or the individual or entity himself or itself becomes an active member, the director has the option to provide that his or its resignation will not have immediate effect, but is being tendered subject to the approval of such resignation by the Board. If the Board, deciding by a simple majority vote, rejects such resignation, the director shall continue his or its mandate; if the Board, deciding by a simple majority vote, accepts the resignation, such resignation shall be effective as of such Board decision.

A director who has resigned subject to the approval of the Board shall not be allowed to attend the board meeting deciding on his or its resignation nor vote on any resolution with regard to same; provided, however, that if the Board does not accept his or its resignation, he or it shall thereupon be permitted to attend the remainder of that Board meeting with full voting rights.

If a director, as an appointee of or otherwise representing a legal entity, has been elected in his or its own name as a director of AmCham, then such legal entity shall be permitted to propose -- at the next annual general meeting (or any earlier general or extraordinary meeting if duly convened) held after a Change -- a new candidate director which will need to be elected by such meeting, subject to the approval of the Nominations Committee and provided the legal entity remains an active member of the Association.

6.2. Daily Management

a) The Board of Directors may delegate the daily management of the Association to one or more persons (individuals or legal entities), who do not need to be members of the Board of Directors or members of the Association and who may act alone.

b) The Board of Directors shall determine the term of office of the person(s) to whom daily management powers have been entrusted.

c) The office of a person entrusted with daily management powers shall come to an end in the event of:

voluntary resignation;
expiry of the term of office;
dismissal by the Board of Directors at any time deciding by a majority of the votes cast by the members present or represented; or
permanent disability or death.

d) The Board of Directors may decide to grant remuneration to the person(s) entrusted with the responsibility of daily management.

6.3. The Officers

a) The officers are the President, one or more Vice-Presidents, the Treasurer and the Secretary.

The President and at least one Vice-President shall be a U.S. citizen or a person representing a U.S.-controlled legal entity.

b) The officers are elected for one year from among the members of the Board of Directors, and by the Board, following the annual general meeting. Election is by a majority of the votes cast by the directors present or represented at such Board meeting. Outgoing members are eligible for re-election.

c) If, for any reason, a vacancy occurs for an officer in the course of the year, the Board may elect another director to fill such vacancy. The officer thus elected will remain in office until the next election of officers.

d) The Board of Directors shall state the special duties of the various officers which will in any event include:

The President shall:
preside over the meetings of the Board of Directors and the general meetings of the Association;
promote the unity of the Association and its members;
unless decided otherwise by the Board of Directors, act as spokesperson for the Association and represent the Association to Governments and other public institutions.
The Vice-President(s) shall assist the President in his duties and shall replace him in his absence.
The Treasurer of the Association will attend the Board meetings and the annual general meeting. He will provide information concerning the financial status of the Association to these bodies and also to any member who so requests it.
The Secretary of the Association will attend Board meetings and the annual general meeting. He will provide information concerning the legal status of the Association to these bodies and also to any member who so requests it.

6.4. Special Committees

6.4.1. The Executive Committee

a) The Board of Directors may, to the extent allowed by law, delegate powers of management to an Executive Committee.

b) The Executive Committee is composed of all officers and a maximum of three other members of the Board of Directors designated by the President. The Executive Committee shall meet when convened by the President or, in his absence, by a Vice-President.

c) The Executive Committee may invite the Committee Chairs of the other special Committees as well as the Chief Executive and other staff members to the meetings of the Executive Committee. The Committee Chairs, the Chief Executive and any other staff members in attendance shall not have the right to vote at such meetings unless they are elected as an Executive Committee member in their own right.

d) Its decisions are valid if at least half of its members are present or represented. Its decisions shall be adopted by a simple majority of the votes cast by its members present or represented, and in the event of equal voting, the President has the casting vote.

e) The Executive Committee may put before the Board any proposal it considers to be in the interests of the Association and it has the right to make any recommendations to the Boards of Directors for decisions affecting the management of the Chamber.

f) The Executive Committee shall have the power as set forth in the Articles of Association or as delegated to it by the Board of Directors; it may sub-delegate certain of such powers to members of the Association or to third parties, with a view to the performance of specified tasks.

g) Each year, the Executive Committee shall render an account of its activities to the Board of Directors.

6.4.2. Nominations Committee

a) The Nominations Committee referred to in Article 6.1 d) shall be constituted every year by the Board of Directors, following the annual general meeting of the Association, and shall be composed of 5 members which can never include more than half of the Board members mandated at the preceding annual general meeting. The President will propose the candidate-member(s) to the Board of Directors; he must put forward candidates whose nomination has been proposed by at least 5 Board members. In case of a vacancy, the Board will elect a new member within 3 months of the vacancy.

b) During its first meeting, the Chair and Vice-Chair of the Nominations Committee will be elected from amongst its members.

c) It meets whenever the present Articles of Association require and upon explicit request by the Board or the Executive Committee or the President.

6.4.3. Other Committees

In addition to the Executive Committee and the Nominations Committee, the Board of Directors may set up any other Committee it may judge useful for the Association and may dissolve it.

6.4.4. Internal House Rules

All Committees shall be governed by the Internal House Rules as approved and amended from time to time by the Board of Directors. These Internal House Rules may be supplemented by Committee guidelines, which shall be approved and may be amended from time to time by the Executive Committee.

Article 7 – REPRESENTATION

7.1. Without prejudice to the general representation powers of the Board of Directors as a whole, the Association shall be validly represented vis-à-vis third parties by 2 officers acting jointly.

7.2. For acts within the scope of daily management, the Association shall also be validly represented by the person entrusted with daily management, acting singly.

7.3. For acts within the scope of their specific powers, the Association may also be validly represented by special attorneys-in-fact, appointed by the Executive Committee, subject to any subsequent decisions of the Board of Directors.

Article 8 – THE ASSOCIATION'S ACCOUNTS

8.1. The liabilities of the Association shall be settled by any general method of payment permitted by law. No direct or indirect patrimonial benefit may be granted or paid to any founder, member, director or any other third person, except as provided for by applicable legislation. The Association's assets must at all times be allocated to the pursuit of the Association's purposes.

8.2. The annual general meeting shall appoint an auditor chosen from the members of the Institut des Réviseurs d’Entreprises. The auditor shall serve for a period of 3 years. The auditor will present his report with respect to the activities of the Association to the annual general meeting. The annual general meeting may allocate a fee to the auditor.

Article 9 – GENERAL MEETING

9.1. The General Meeting is composed of all active members and honorary members, provided that honorary members shall not have the right to vote.

9.2. The following powers are exclusively reserved for the General Meeting:

the modification of the Articles of Association;
the appointment and dismissal of the directors;
the appointment and dismissal of the auditors and the determination of their remuneration;
the granting of release from liability to the directors and auditors and where relevant the filing of a claim by the Association against any one or more directors or its auditors;
the approval of the budget and annual accounts;
the voluntary dissolution of the Association;
the exclusion of members;
the transformation of the Association into an international non-profit association or a cooperative company recognized as a social enterprise or in a recognized cooperative company social enterprise;
the acceptance or the contribution without consideration of a universality;
any other matters reserved for the General Meeting by the Articles of Association or the Law.

9.3. The annual general meeting shall be held on the second Thursday of March of each calendar year. Other general meetings may be convened by the President when the interests of the Association so require. He must in any case call a general meeting when requested to do so by at least one-fifth of the active members possessing the right to vote.

The Association’s auditor(s) can also convene a general meeting. The latter must also call a general meeting when requested to do so by at least one-fifth of the active members possessing the right to vote.

Any general meeting shall be announced to all the members, directors and auditor(s) at least) 15 days in advance by any means of legally-authorized communication, including but not limited to post, facsimile and email, enclosing the agenda. Any active member of the Association may have himself represented at the meeting by another member bearing his written proxy, but no member may hold more than 5 proxies. Such proxy must be recorded in a document bearing the member’s signature (which may be an electronic signature as defined in Article 1322, paragraph 2 of the Civil Code) and must be notified by post, fax, email or any other means of communication specified in Article 2281 of the Civil Code. If the General Meeting deliberates on the basis of a report of an auditor, the auditor shall participate at that general meeting. Voting shall be by simple majority of the votes cast by the members present or represented. In the event of equal voting, the President has the casting vote.

At the annual general meeting, reports shall be presented on the Association's activities during the previous year and on its financial situation. The accounts and budget require to be approved by the general meeting. It shall proceed with the statutory elections.

9.4. Unless provided differently by the Law, the general meeting shall be validly composed and can validly deliberate regardless of the number of members present or represented and decisions are validly taken by a simple majority of the votes cast by the members present or represented at the meeting.

9.5. Each active member shall have one vote.

9.6. The Secretary of the Association will draft the minutes of the general meetings. The minutes will be signed by at least two officers present at said meeting. Minutes of general meetings may be consulted by the members and other interested persons at the registered office of the Association during normal business hours and upon giving at least three business days’ prior written notice.

Article 10 – AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Any proposed amendment to these Articles of Association must be submitted to a general meeting of the Association and clearly indicated in the convening notices to such a meeting. To validly deliberate, such members must constitute or represent two-thirds of the vote-holding members of the Association. To be adopted, the amendment must receive two-thirds of the votes of the members present or represented. Amendments to the not-for-profit purpose clause of the Association require a four-fifths majority of the votes cast by the members present or represented in order to be adopted.

Without prejudice to any larger majority required by the Law, if two-thirds of the members are not present or represented at the first meeting, a second meeting shall be called. That meeting will deliberate whatever the number of members present or represented, not earlier than 15 days from the date of the first meeting. Abstentions or votes which are void are not taken into account neither in the numerator nor in the denominator.

Article 11 – DURATION

The Association has an unlimited duration.

Article 12 – DISSOLUTION OF THE ASSOCIATION

The general meeting will decide the conditions for dissolution of the Association. In the event of the dissolution of the American Chamber of Commerce in Belgium, any assets remaining after settlement of liabilities shall be allocated by the general meeting to one or more institutions or associations whose not-for-profit purpose comes closest to those of the American Chamber of Commerce in Belgium.

Article 13 – INTERPRETATION

A reference to the masculine includes a reference to the feminine and vice versa.

Article 14 – INTERNAL HOUSE RULES

The Board of Directors can issue, approve and amend Internal House Rules, subject to any and all mandatory legal provisions. The Internal House Rules and each modification thereof shall be communicated to the members of the Association as provided for in the applicable law. The latest version of the Internal House Rules was approved by the Board on December 9, 2011.