“METROPOLE ALLIANCE” AISBL
Registered office: Rue Alexandre Markelbach 41, 1030 Brussels
CHAPTER I: NAME – REGISTERED OFFICE
Article 1 – Name
An international non-profit Association is established under the name METROPOLE ALLIANCE. It shall hereafter be referred to as “the Association”.
The Association falls under the provisions of title III of the Belgian law of 27th of June 1921, concerning non-profit associations, international non-profit associations and foundations.
It will come into effect from the date of publication of its articles of association in the annexes to the Belgian Official Gazette.
Article 2 – Registered Office
The Association’s registered office is located in rue Alexandre Markelbach 41, 1030 Brussels, Belgium.
The registered office may be relocated within Belgium by decision of the Board.
CHAPTER II: OBJECTIVES AND DURATION
Article 3 – Aims
The aims of the Association are to:
- encourage mutually beneficial exchanges between practitioners of law, tax law, accountancy and consultants at international level.
- contribute to quality enhancement of the services provided by its members.
- encourage cooperation between its members in all professional matters
- promote friendship, solidarity and mutual respect between its members
- represent the members internationally;
Article 4 – Activities of the Association
The Association will promote its aims via:
- meetings, conferences and congresses organized within the association or in cooperation with other associations or institutions and public authorities;
- the involvement in common projects;
- courses, seminars, and publications intended to enhance the quality of the members’ work.
The Association may, in addition, participate in any activities that might contribute to the accomplishment of its aims and may, for that propose, join or engage with other associations, companies and groupings, having an activity compatible with the aims specified in article 3 hereabove.
The Association’s activities may be carried out anywhere in the world. Meetings of the association’s governing bodies shall be held at either the association’s registered office or in any other venue, or by any suitable electronic mean.
Article 5 – Duration
The duration of the Association shall be unlimited.
Article 6 – Registered Office Transfer outside of Belgium
The registered office of the Association may be transferred elsewhere outside of Belgium by decision of the Board provided that such a transfer is ratified at the next general assembly by a vote under the conditions specified for an amendment to the articles of association.
CHAPTER III – MEMBERS – ADMISSION – RESIGNATION – EXPULSION
Article 7 – Admission conditions
The Association shall be composed of individual members and collective members.
The number of members of the association shall be unlimited.
All natural persons who undertake to comply with the Association’s objectives and articles of Association and who are practitioners and consultants may become individual members.
Associations and companies practicing law, tax, accountancy and consulting missions that undertake to comply with the association’s objectives and articles of association are eligible to become collective members.
Article 8 – Admission formalities
Persons or groupings wanting to become individual or collective members of the Association must be presented by at least a member of the Association and shall submit an application using a form determined by the Board.
If they satisfy all the conditions laid down in the present articles of association, persons or groupings having requested to be admitted shall be provisionally approved as members subject to ratification by the next general assembly meeting to which the secretary-general shall submit all membership applications.
The executive committee’s decision shall be communicated by letter or via e-mail.
Appeals against refusals must be submitted by registered letter with acknowledgement of receipt to the President within thirty (30) days from the date of notification of the refusal.
Article 9 – Rights and obligations
9.1. Members of the Association shall have the right to:
- be involved in the Association’s activities;
- actively participate with voting rights in the General Assembly;
- propose items for inclusion in the provisional agenda of the General Assembly;
- access the General Assembly documents made available in the TLA restricted area of the website;
- nominate candidates for membership of the Board;
- promote the dissemination of information and activities of the Association at national level;
- submit proposals to the Board;
- use the association’s logo.
9.2. All members of the Association shall have the obligation to:
1) Pay the annual membership fee;
2) Undertake to pursue the objectives of the Association as described in Articles 3 and 4
3) Respect the provisions of the present Statutes.
9.3. All members agree to refrain from any individual or joint action which conflicts with the interests of the Association, and to promote the interests of the Association at international level.
All members shall refrain from any activities or discussions of a political or religious nature.
Article 10 – Resignation and exclusion
Members may resign at any time by submitting a written notification of resignation to the President of the Association. The resignation becomes effective immediately. The Secretary shall notify the General Assembly and the Board of the resignation.
Any member whose behavior is contrary to the objectives or spirit of the association may be expelled. A member’s expulsion shall be pronounced by the general assembly on a proposal of the Board or of at least 1/5 of members.
The general assembly shall adopt expulsion decisions by a majority of 2/3 of the members present or represented and entitled to vote.
A member whose proposed expulsion is to be discussed by the assembly shall have the right to be heard.
Expulsions shall be notified by registered mail with acknowledgement of receipt.
Members that are not up to date as regards the payment of their membership fees may not exercise their voting rights. Their other rights as members of the Association, including the related profits, shall also be suspended until they have paid all outstanding.
Unless decided otherwise by the executive committee, members shall be deemed to have resigned on 1st January if they have not paid their membership fees for the two previous years.
CHAPTER IV – MEMBERSHIP FEES
Article 11 – Association’s resources
The association’s resources include in particular:
(a) membership fees, entrance fees, donations and the income generated by the association’s meetings, events and publications;
(b) individual contributions to the operating costs of committees;
(c) eventual subsidies and grants received from States and any other bodies.
Article 12 – Annual membership fees
The annual membership fees for the various categories of members shall be determined by the General Assembly for the coming year.
Membership fees are payable annually.
They are automatically due in full, either on the first of January of every year for all persons or firms that are members on that date, or on the date of admission of persons or associations admitted during the course of the year.
Membership fees are non-refundable, irrespective of the date on which a member’s membership status is lost.
CHAPTER V – STRUCTURE OF THE ASSOCIATION – ADMINISTRATION
The Association comprises the following bodies:
The General Assembly
The Secretary General
The Executive Committee
Article 13 – The General Assembly
The General Assembly is composed of all Members of the Association.
The General Assembly is the sovereign policy- and decision-making body of the Association.
The General Assembly shall in particular:
- elect, the President and the First Vice-President, the secretary general and the treasurer;
- dismiss the Board for stated reasons with a two-thirds majority;
- approve the annual work plan, the annual report of activities of the Association, and the annual accounts;
- adopt the budget;
- appoint the external auditor on recommendation of the Board;
- discharge the Board and other accountable parties;
- decide upon membership and affiliation fees;
- decides upon exclusion of members and affiliates;
- decide upon the relocation of the Secretariat to another country, giving half-year’s notice;
- decide upon amendments to the Statutes;
- decide upon the dissolution of the Association;
- adopt the Rules of Procedures.
(a) Convocation of meetings
The General Assembly shall meet at least once a year. The date and place of the meeting shall be decided by the Board. The President shall convene the meeting, giving at least 40 days’ notice and submitting an agenda.
Any proposal signed by at least one twentieth of the members and submitted to the Board at least thirty days prior to the meeting must be included in the agenda.
(b) Extraordinary meetings
An extraordinary meeting of the General Assembly may be convened by the President or by the Board or by a formal request in writing from at least one-fifth of the total members of the Association.
(c) Chair of meetings
Meetings of the General Assembly shall be chaired by the President or, in the absence of the President, by the First Vice-President or another member of the Board.
(d) Voting procedure
The quorum of requested presence shall be one half of the Members. Should the quorum not be reached, a postponed General Assembly shall be convened which shall deliberate irrespective of the number of members present.
Unless otherwise specified in the Statutes, the General Assembly shall take its decisions by simple majority of the Members present.
Each Member represented may cast one vote.
Any Member may be represented by another Member. All proxies must be informed in writing to the Secretariat three weeks before the General Assembly. The power of attorney is to be shown at the registration to the General Assembly.
A Member present shall not represent more than one other Member unless decided otherwise by the General Assembly.
(e) Minutes of meetings
The decisions by the General Assembly are entered in the minutes and notified to all members in writing by the Secretariat. The minutes are kept at the registered office and shall be consulted by the members of the Association on request.
Article 14: The Board
The Association shall be administrated by a Board composed of five members: the President, the first Vice-President, the general-secretary, the treasurer and the outgoing President.
The Board is responsible for implementing the decisions of the General Assembly, and for the overall management of the Association. The Board is accountable to the General Assembly.
In particular, the Board shall
- prepare and supervise the strategic and annual work plan;
- prepare the annual activity report and accounts;
- be responsible for implementation of the budget;
- recommend the external auditor of the accounts to the General Assembly;
- approve applications for membership/affiliation of the Association and propose to the General Assembly the exclusion of members;
- propose membership and affiliation fees to the General Assembly;
- decide upon the location of the Secretariat;
- propose amendments to the Statutes;
- adopt Rules of Procedure regulating the details of its operation;
- approve of the suspension of members’ rights decided by the President;
- transfer the registered office.
The Board shall have full powers to bind and represent the association in judicial and extrajudicial proceedings.
Within the framework of the annual budget approved by the general assembly, the board shall be responsible for the administration and management of the association’s funds in the latter’s interests.
For day-to-day management purpose, the Association shall be validly bound by the signature of the President or his deputy.
The Board is convened by the President at least four times a year, giving at least 10 days’ notice. One of the Vice-Presidents shall deputize for the President in his/her absence.
More than half of the voting members present, including the President or a Vice-President, shall constitute a quorum.
Unless otherwise specified, the Board shall take its decisions with a simple majority of the members present. The President shall have the casting vote in case of equality of votes.
The decisions by the Board are entered in the minutes and notified to all members in writing by the Secretariat. The minutes are kept at the registered office and shall be consulted by the members of the Association on request.
The Board may appoint deputies to the secretary-general and the treasurer and special delegates for specific tasks. They shall serve in an advisory capacity for a renewable term of office of one year.
14.3. Nomination of candidates
Only members having voting rights shall be eligible to stand for election to the Board and the executive committee. The same rule shall also apply to statutory auditors when they are elected from among the association’s members.
Nominations for each specific function of the Board shall be made to the Secretariat 20 days prior to the General Assembly in which elections are to take place. The nominations shall include a short curriculum vitae of the nominees. Details of candidates shall be circulated to all members prior to the General Assembly.
The members of the Board are elected by the General Assembly. In electing members to the Board, the General Assembly shall have regard to the balanced gender and worldwide distribution.
Board members may not serve for more than two terms, except that members filling an unexpired term created by a vacancy may be appointed for two subsequent terms.
The elections of Board members, being the Vice-President, the Secretary and the Treasurer shall take place using a secret ballot of members. Each member shall have one vote per Board vacancy.
If two or more candidates receive the same number of votes, then the election between those candidates shall be re-run. If, in the second round of election, two or more candidates receive the same number of votes, the affected candidates shall be asked to agree among them who shall serve on the Board. If agreement cannot be reached among the candidates, the President at the time shall decide who shall be designated as a Board member.
The mandate of a Board member may also end by dismissal, resignation, retirement, termination of Membership of the agency of a Board member or death. The next General Assembly shall elect a new Board member for the remaining time of the original term of the Board member whose term had ended prematurely.
In the event of a vacancy arising in the office of President, Vice-President, Secretary or Treasurer, the Board shall appoint, from amongst its members, an interim President, Vice President, secretary or Treasurer respectively, to hold office until the next General Assembly.
Board members may resign at any time by submitting a written indication of resignation to the President. The resignation becomes effective immediately. The President shall notify the General Assembly and the Board of the resignation of the Board member.
Article 15 – The Presidency
The Presidency shall comprise the President, the first Vice-President and the past President.
The Vice-President’s nationality must be different from that of the President.
He or she shall be elected by the ordinary General Assembly by an absolute majority of the votes, during the first round and, failing that, by a relative majority during the second round. He or she shall be elected for a term of office of two years, after which he or she shall automatically become president for two years.
The outgoing President shall automatically be a member of the Board for a period of two years.
The President shall chair meetings of the Board, the executive committee and the general assembly.
In the event of his or her absence or an impediment he or she shall be represented by the outgoing President or, otherwise, by another member of the Board.
Article 16 – The Secretary-general
The secretary-general shall draw up and keep the minutes of the meetings of the association’s various official governing bodies. He or she shall ensure strict compliance with the articles of association.
The secretary-general shall be elected, at alternate meetings of the general assembly, for a term of office of two years. He shall be eligible for re-election.
Article 17 – The Treasurer
Acting by delegation of the Board or the President, as applicable, the treasurer shall collect the income and pay the expenses of the association in accordance with the annual
budget approved by the general assembly. He or she shall keep the association’s accounts and prepare its budgets and annual accounts.
The Treasurer shall also be elected, at alternate meetings of the general assembly, for a term of office of two years. The Treasurer shall be eligible for re-election.
Article 18 – The Executive Committee
The Board shall be assisted by an executive committee composed of nine (9) members elected by the general assembly from among the Association’s members having voting rights.
Three (3) members shall be elected every year for a term of office of two years. They shall be eligible for re-election.
On a proposal from the Board, the executive committee may appoint, from among the members having voting rights, a national representative for each country represented in the association. They shall be appointed as “National Vice-Presidents” for a term of office of one year and shall be eligible for re-election.
Other than the 9 elected members, the following persons shall participate in executive committee meetings, with the right to vote:
(a) the Board
(b) the national representatives
The following persons may attend executive committee meetings in an advisory capacity:
(a) former presidents;
(b) the chairs of the management committees;
(c) the chairs of the standing committee;
(d) guests invited by the Board.
The executive committee shall meet when convened by the President, as often as is necessary in the interests of the association. The President must convene the executive committee if requested to do so by one fifth of members.
The persons entitled to vote at executive committee meetings may only be represented by another person having the right to vote and holding a written power of attorney.
The executive committee may, on a proposal of the Board, set up management committees and standing committees.
The management committees shall assist the Board in the administration of the association.
The standing committees shall examine legal and professional issues and may be requested to lead plenary discussions at congresses, coordinate courses and seminars and prepare publications.
Committee members and chairs shall be appointed by the Board for a renewable two years term of office.
The internal rules of procedure of the committee shall be determined in regulations drawn up by the Board and approved by the executive committee.
CHAPTER IV: GENERAL ASSEMBLIES
Article 19 – Ordinary General Assembly
The ordinary general assembly shall meet at least once every calendar year on the date and in the place determined by the Board.
The Board shall submit to the assembly the accounts for the previous financial year and the budget for the coming financial year.
The President shall present the association’s situation. The general assembly may only vote on items that are on the agenda. However, it is possible to discuss any subject whatsoever, but without organizing a vote on it.
Article 20 – Extraordinary General Assemblies
The Board may convene the general assembly in the form of an extraordinary general assembly. It must convene such a meeting when requested to do so by one tenth of the members or a third of the members of the executive committee.
Such a request must be submitted in writing and indicate the proposed agenda, which shall be restricted to subjects authorized by the articles of association. In such a case the Board must convene the general assembly, which must meet within three months from receipt of the request.
Article 21 – Right to vote
All the Association’s members shall be convened to general assemblies and entitled to vote.
Each member may be represented by a maximum of three delegates.
Article 22 – Notices
The notices convening the meeting shall contain the agenda and be sent by the Board via circulars forty days before the general assembly. Notices may also be sent electronically.
The agenda of the ordinary general assembly shall include the following main items:
- President’s report
- the secretary-general’s report
- the treasurer’s report
(statutes final version_00257713) 18/10008
- the report of the statutory auditor(s)
- approval of the accounts and a discharge of the Board’s activities and those of the statutory
- approval of the budget and establishment of the membership fees for the coming year
- as the case may be, election of the first Vice-President and/or of the secretary-general and/or the treasurer
- the partial renewal of the executive committee, appointment of the statutory auditor
Article 23 – Representation and powers of attorney
Members having voting rights may be represented at the general assembly by another member having the right to vote and holding a written power of attorney, be it in paper form and/or in electronic form, as determined by the Board.
The power of attorney shall be drawn up in the specimen form determined by the Board.
The latter must offer the principal the option to issue mandatory instructions for all items on the agenda, the content of which is known in advance, such as the election of the first Vice-President and amendments to the articles of association.
In order to be valid, the power of attorney must include the name of the proxy and the signature of the principal or any other form of electronic identification as determined by the Board. Powers of attorney may only be transferred if the principal has expressly granted a power of substitution to the proxy.
Only powers of attorney sent at least 20 days before the date of the general assembly to the Association’s postal address, date as per postmark, or by fax or mail to the number indicated on the power of attorney or by e-mail to the address indicated on the power of attorney or through any other electronic means as determined by the Board, shall be valid.
A member may not vote by power of attorney for more than one other member.
Article 24 – Voting
For both deliberations and elections, each member with voting rights shall be entitled to one vote.
Decisions shall be adopted by a majority of the votes cast irrespective of the number of members with voting rights present or represented, unless a specific majority is required by law or pursuant to these articles of association.
To determine the majority in a secret vote, valid and blank votes shall be counted as votes cast.
For the election of the executive committee members, only the votes by which a vote is cast for as many candidates as there are seats to be filled shall be valid.
Voting shall be organized by a show of hands, by secret vote and/or through electronic means, as determined by the Board. A secret vote must be held at the request of five
individual members with voting rights and may be organized through electronic means if so determined by the Board at the general assembly.
If the number of candidates does not exceed the number of vacancies to be filled, the Board shall declare the nominated candidate(s) as tacitly elected.
For the election of executive committee members, the statutory auditor(s), candidatures must be deposited with a member of the Board, two days before the election, by no later than 18:00. To be admissible, each candidature must be submitted in writing and signed by the candidate and by five other individual members with voting rights.
Members shall be notified by circular, sent by post, email or any other electronic means as determined by the Board, of the resolutions adopted by the general assembly.
Unless expressly decided otherwise, the terms of offices provided for in these articles of association when expressed in year(s), shall be understood to run from the period between one annual ordinary general assembly, or if it is later, from the date of appointment, up to another ordinary general assembly.
CHAPTER V – FINANCIAL PROVISONS
Article 25 – Fees
Members are required to pay an annual membership/affiliation fee the amount of which shall be established by the General Assembly on a proposal from the Board.
Fees shall not be refundable, even in case of resignation or exclusion.
Article 26 – Other resources
The Association may charge for the operational costs of those services provided by the Association to private or public persons or organizations, whether members or non-members.
The Association may apply for financial support from other sources than the annual subscriptions for purposes as described in articles 3 and 4.
The Association may receive donations from public or private sources willing to support its objectives.
Article 27 – Association’s accounting
The Association’s accounting year shall correspond to the calendar year.
The Association’s accounts shall be kept in accordance with Belgian accounting principles.
The Board will submit to the general assembly a balance sheet and statement of income and expenditure account for the previous financial year as well as the budget for the coming financial year.
In addition, the organizers of all the Association’s official events shall present the related budgets and accounts to the Board.
Article 28 – Auditors
The annual accounts shall be audited by two members of the Association or by a professional firm of accountants or by both. The statutory auditor(s) shall be appointed by the general assembly for a period of one year. They shall be eligible for re-election. They shall submit their report on the association’s accounts to the general assembly.
By 19.00 at the latest on the eve of the General Assembly, the members of the Association having voting rights shall be given access, by the secretary-general or another person designated by the latter, to the balance sheet, the budget and the list of candidates for the various position to be filled in accordance with the notice convening the meeting.
CHAPTER VI – DISSOLUTION OF THE ASSOCIATION
Article 29 – Dissolution
A proposal to dissolve the Association may be made by the Board or by more than half of the Members.
The General Assembly shall approve the proposal of dissolution by a two-thirds majority of the Members present.
In the event of dissolution of the Association in one country and re-establishment in another country, the assets and liabilities of the Association shall be transferred to the new Association.
In the event of the Association’s dissolution, the General Assembly shall appoint one or more liquidators with responsibility for the liquidation of the association’s assets.
In the event of permanent dissolution, any assets of the Association shall be allocated to a non-profit aim. Similarly, any liabilities shall be met equally by Members at the time of the dissolution. The allocation of the net assets shall be determined by the General Assembly and shall correspond as closely as possible to the Association’s object.
CHAPTER VII – AMENDMENTS TO THE STATUTES
Article 30 – Amendments
A proposal to amend the statutes may be made upon a written request of at least one tenth of the members or by the Board and shall be sent to all Members no later than 21 days before the General Assembly.
The present Statutes may be amended by a decision of the General Assembly at which at least two thirds of Members are present.
The general assembly may only deliberate validly on amendments to the articles of association if 2/3 of the association’s members having voting rights are present or represented, in person and/or by electronic means.
If two thirds of the Members are not present or represented, a second meeting may be convened which shall deliberate irrespective of the number of members present.
Article 2 may be amended by the Board with at least a two-thirds majority of the vote.
If this quorum is not reached at the first meeting, a second meeting may be convened and may deliberate validly irrespective of the number of members present or represented, in person and/or by electronic means. The second meeting may not be held less than fifteen days after the first meeting, in person and/or by electronic means.
For all the cases not provided for in these articles of the Association, the law of the association’s seat shall apply.