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Mission statement and statutes


THE NEW EUROPEANS AISBL

Incorporated in Belgium, company number 0682.528.919

Royal Decree

REVISED STATUTES 

Adopted at an Extraordinary General Meeting held on 28 April, 2021.

CHAPTER 1: NAME, DURATION, REGISTERED OFFICE, TERM

Article 1

The Association is registered as a not-for-profit Association (hereinafter “the Association”).

The name of the Association is ‘The New Europeans AISBL’.

The Association aims to become a European Association as soon as the legal provision for such an incorporation is introduced in the EU.

Article 2

The registered office is in the Brussels-Capital region, at 95 rue Froissart, B-1000 Brussels, Belgium.

The registered office may be transferred to any other location in Belgium or abroad by a simple decision of the Board of Directors.

Any change is promulgated in the annex of the Belgian Official Journal by the Board of Directors.

If by changing the location of the registered office, the Statutes require to be modified, only the General Assembly has the power to take this decision, respecting the prescribed rules for the modification of the Statutes.

Article 3

The Association is constituted for an indeterminate duration. It can be dissolved at any time.

CHAPTER 2: OBJECTIVES, ACTIVITIES, COOPERATION

Article 4

The Association has a not-for-profit goal.

The objective of the Association is to work for a Europe of citizens: a democratic, inclusive and peaceful Europe of equality and social justice anchored in human rights. Specifically, its aims are:

a)     To champion civil rights in Europe and internationally;

b)     To give citizens and non-citizens a voice in shaping their common future;

c)     To empower wider democratic participation at all levels of policy-making;

d)     To work for the safeguarding of people on the move in Europe and internationally;

e)     To promote new ways to enhance and widen access to EU citizenship;

f)     To pursue these objects not just in Europe but internationally.

In pursuit of these aims the Association excludes activities of profit-making character and it is independent of political parties, commercial interests, governments, and any other public authorities.

Article 5

In pursuit of these aims the Association:

a)     Advocates for the rights of citizens and non-citizens with the European Union, other European and international organisations and institutions, and national governments;

b)     Promotes the setting-up of Chapters of New Europeans at city, regional and transnational level;

c)     Develops its web platform and other means of communication among its members and to a wider public;

d)     Carries out specific campaigns in pursuit of the objects of the Association.

 
Article 6

The Association will be open to cooperation with individuals and organisations sharing its objectives.

CHAPTER 3: GOVERNANCE

Article 7

The Association is composed of Members and is governed through the Board of Directors. The Secretary General executes, on behalf of the Board of Directors, the day-to-day running of the Association. The Registrar supports the Board of Directors and the Secretary General in the orderly running of the Association.

The Members of the Association can be natural or legal persons, independent of governments, political parties and any commercial interests.

The Registrar will examine all the requests for membership with the Association and, if necessary, will ask for complementary information. The Registrar will prepare thereafter a recommendation to the Board of Directors in collaboration with the Managing Committee for Accreditation (composed of at least two members of the Board of Directors).

Membership with the Association is valid for a calendar year and will be automatically renewed on the 1st of January each year unless a member resigns or is excluded by the competent structures of the Association.

The Members are free at any time to resign from the Association by addressing their resignation to the Registrar.

In the case of the dissolution of an Association, a Member’s affiliation to the Association will automatically terminate.

The exclusion of a Member can only be decided by the Board of Directors, subject to an appeal at a General Assembly or Extraordinary General Meeting. Members who are guilty of breaking the Statutes or laws, who break the operational rules of the Association or who reject implicitly or explicitly the values of the Association will be excluded. The Board of Directors can suspend, until a decision of the General Assembly has been taken, members who are in serious breach of the Statutes or the laws.

Members who have resigned, are suspended or excluded, as well as the legal heirs of these members or having the rights of a deceased member, have no rights to the funding of the Association.

They cannot claim or require account statements, fixation of seals, inventories, or reimbursement of fees paid.

Article 8

The Association must keep a Register of Members for the purpose of complying with Belgian law.

In order to be eligible to vote at any governance meeting of the Association, Members must complete their voting entry on the Register of Members.

The Register includes the family name, first name and place of residence of the Members, or if it is an Association, the legal form and address of the place of registration.

The Board of Directors will register all the decisions about admission, resignation or exclusion of Members in this Register in the eight days following the decision. The Board of Directors can decide if this register is to be held electronically.

All the Members can consult the register of members at the place of registration. To do this, they should address a written request to the Board of Directors, in which they request a date and a time when they wish to consult the register. The register cannot be moved.

The Association should, in the case of an oral or written request to consult the register, without delay give access to the register to the Members, to authorities, administrations and services, including the appropriate prosecutors, registries and courts, the tribunals and all the jurisdictions and civil servants and should supply to these institutions copies or extracts of the register which they deem necessary.

Article 9

There are three categories of Members:

a)     Individual natural persons (hereinafter ‘Individuals’) who identify themselves as New Europeans, support the aims of the Association and are committed to making an active contribution;

b)     Chapters of New Europeans (hereinafter ‘Chapters’) established at city, regional or transnational level; Chapters designate Chapter Heads, who must be endorsed by the Members at the General Assembly or another governance meeting of the Association;

c)     Associate Members (hereinafter ‘Associate Members’), which are individuals or organisations carrying out specific activities relevant to New Europeans or pursuing similar aims, referred to in Article 6.

Article 10

Regardless of their category, all Members pay an annual membership fee by direct debit and are entitled to attend all meetings of the Association, including the General Assembly.

Article 11

Regardless of their category, all Members have the right to speak at all meetings of the Association.

Individuals and representatives of Chapters can nominate themselves to stand and vote for elections to the Board of Directors of the Association. Eligible candidates must complete a nomination form, which includes their presentation and motivation letter, addressed to the Members of the Association. In addition, the candidates must be seconded by at least three other individual or Chapter members.

The Board of Directors of the Association comprises of a minimum of seven to 12 persons. The Directors are elected for three years, renewable, and they are responsible for the day-to-day running of the Association through the Secretary General. The Chair, as well as two Vice-Chairs and the Treasurer, are appointed by the other Directors, at the first meeting of the Board following the General Assembly.

The Secretary General is appointed by the General Assembly for a term of five years, renewable. The Secretary General participates in all the governance structures of the Association, including the Board of Directors, but does not have a vote. The Secretary General is discharged by the General Assembly.

Associate Members do not hold the right to vote in governance meetings of the Association or for any of its resolutions.

Article 12

All the Members, including those elected or appointed to the Association’s governance structures, and the Secretary General, must:

a.     Adhere to the Statutes of the Association;

b.     Be actively involved in activities linked to the aims and objectives of the Association;

c.     Be actively involved in actions to improve society and to make it more open and tolerant in Europe or the rest of the world;

d.     Support the Association in its development and mission, as well as the realisation of its strategic objectives and in the implementation of its action plan;

e.     Engage in no activity which would be prejudicial to the interests of the Association or to any of its members;

f.     Actively participate in the activities of the Association, notably in its governance meetings and in the case of absence from meetings, to agree to receive a proxy from another member to represent them and if necessary, to participate in any applicable voting process;

g.     Contribute to the visibility of the Association, mentioning its affiliation to the Association on its website, it its publications or on social media;

h.     Keep the Association informed and exchange information with it;

i.     Pay their fees in time, if applicable.

CHAPTER 4: GENERAL ASSEMBLY

Article 13

The General Assembly is the overarching power of the Association. It possesses the powers expressly recognised by the law or the current Statutes.

The General Assembly consists of all the Members and is presided by the Chair of the Board of Directors.

Each Member represents themselves if they are a natural person or can be represented by a maximum of two delegates if they are a legal person.

All the Members may be invited to attend and speak at the General Assembly.

Voting is done by individual members and representatives of Chapters, for (this list is not limited):

a)     Changes to the Statutes;

b)     The election, the revocation and the discharge of the Board of Directors;

c)     The designation, the revocation and discharge of the auditors;

d)     The exclusion of a Member;

e)     The fundamental decision-making process and the annual strategic planning process of the Association;

f)     The approval of the budget and the accounts;

g)     The approval of any increase to the membership fees;

h)     The dissolution of the Association;

i)     Endorsement of Chapter Heads.

The decisions of the General Assembly will be taken by a simple majority of the members present or represented, except for:

a)     Changes to the Statutes;

b)     The election, revocation and discharge of the Board of Directors;

c)     The dissolution of the Association.

These decisions require a majority of 2/3 of the votes cast to be valid.

In addition, to be valid, a decision to change the fundamental purpose of the Association, will have to be voted by a 4/5 majority of the General Assembly present or represented.

Any modification to the Statutes must be lodged with the court registry of the place in which the Association is registered. The same applies to any nomination, resignation or revocation of any Director.

Minutes will be taken at each General Assembly. They will be signed by the Chair and the Registrar and kept for potential consultation by the members of the Association.

Article 14

At least one General Assembly should be held each year six months from the date of closure of the previous financial year.

The Association can come together in an Extraordinary General Assembly at any moment through a decision of the Board of Directors and on the request of at least a fifth of the Members. The Board of Directors, or if necessary, the Secretary General, should convoke the General Assembly in the twenty days following the request and the General Assembly should take place at the latest on the fortieth day following the request, unless there is a statutory disposition launched against the request.

The meeting should take place on the day, hour and place mentioned in the convocation.

The General Assemblies can be run electronically, and the votes can be cast online using encrypted and secure online voting platforms.

The Chair will preside over the meeting. If they are absent, one of the two Vice-Chairs must preside. If they are not available, the Members must elect from within a representative to preside over the meeting. The Secretary General cannot preside over the meeting.

Third parties can attend the General Assembly. However, they do not have the right to vote.

The Members may receive a financial recompense for their participation in the General Assembly if the financial resources of the Association allow. The amount of this recompense will be proposed by the President of the Assembly and voted by the Members.

Article 15

The General Assembly is convoked by the Registrar on behalf of the Board of Directors by email or mail and addressed to each Member at least one month before the Assembly

The agenda is mentioned in the convocation.

Other than in cases foreseen by law, the Assembly can validly deliberate points not mentioned in the agenda.

Any proposition signed by at least a fifth of the Members must be added to the agenda.

Article 16

Any Member can be represented by another Member to whom they give a written proxy.  Any Member can hold only two proxies for other Members.

Article 17

Only the General Assembly may deliberate the dissolution of the Association or a change to the Statutes, conforming to the law.

CHAPTER 5: ADMINISTRATION

Article 18

As per the provisions of Article 11, the Association is administered by a Board of Directors composed of a minimum of seven and a maximum of 12 Directors. If and while the Association has fewer than seven members but more than two, the Board of Directors can be composed of less than seven Directors.

If the Board of Directors has only two members, any provision granting a Board Member a casting vote is automatically nullified.

Article 19

The Board of Directors should keep in mind regional representation. If possible, the Board of Directors should not have more than two Directors of the same nationality. In the same way, if possible, the Board of Directors should respect gender balance.

Article 20

The Board of Directors will designate from among itself, a Chair, two Vice-Chairs and a Treasurer, at the first meeting of the Board of Directors following the General Assembly at which they were elected.

Article 21

The Board of Directors meets at the behest of the Chair or of two Directors. It can only legally meet if a majority of its Members are present. Its decisions are made by majority of those voting in person or represented; the Chair or their replacement, has, in the case of a tie, the casting vote.

The Board of Directors’ meetings can take place virtually and the votes can be cast online.

Article 22

The Board of Directors has the most extensive power to administer and manage the Association. Acts reserved for the law are outwith its competence or the current Statutes which are reserved for the General Assembly.

It can, for example, without this being an exhaustive list, make and pass all acts and contracts, open and manage bank accounts, deal with, compromise, acquire, exchange, sell any goods, furniture or properties, mortgage, borrow, conclude leases, accept legacies, subsidies, donations and transfers, renounce all its rights, represent the Association in the courts, both as defendant and complainant.  It can also appoint and dismiss the staff of the Association.

Article 23

The Board of Directors will delegate the day to day management of the Association, both internal and external, with a signature to this effect, to the Secretary General, supported by the Registrar.

The Secretary General will manage the Association on a day-to-day basis, including full operational and administrative responsibility for the Secretariat, as the internal operating rules state. The Secretary General and the Registrar may be financially reimbursed for their work on behalf of the Association.

The Secretary General formally represents the Association externally (at seminars, conferences, auditions and other important events). If the Secretary General is not available, the Chair may assume the external representation of the Association. If the Chair is not available, one of the Vice-Chair may assume this role, followed in turn by other members of the Board of Directors.

The Secretary General is not a member of the General Assembly, nor of the Board of Directors, but they are expected to participate in the General Assembly and the meetings of the Board of Directors, in the role of a consultant and reporter, but without the right to vote.

The Secretary General will sign the contracts and payments for the organisation in the framework of the annual budget, as adopted by the General Assembly.

The Secretary General and the Chair (or another member of the Board designated by the Board of Directors) will represent the Association in any legal action that concerns the Association.

Article 24

Legal actions, whether as defendant or complainant, are brought by or seconded in the name of the Association by the Board of Directors, represented by the Chair.

Article 25

Any actions in which the Association engages, other than day to day management, are signed, at least by a special delegation of the Board, or by the Chair of the Board, or by two Directors, who do not have to justify their powers to a third party.

Article 26

Whenever the Board of Directors is called to take a decision or pronounce about something relevant to its competence in which a Director has a direct or indirect interest of a personal kind, which conflicts with the interest of the Association, this Director should inform the other Directors before the Board of Directors takes a decision. Their declaration and explanation about the nature of this interest should figure in the minutes of the meeting of the Board of Directors which is to take the decision. The Board of Directors is not permitted to delegate this decision.

Article 27

The Directors serve on the Board in their individual capacity.

Article 28

The Directors must not, because of their obligations, draw any direct or indirect financial benefit from the Association. The Directors have no responsibility beyond their mandate. In as far as the financial resources of the Association allow and within limits fixed by the Board of Directors, the costs of participation in the Board of Directors meetings may be reimbursed to the Directors.

Article 29

Directors are free to step down at any time. In the case of a Director vacating their place before the end of their mandate, the Directors have the right to co-opt a new Director. The first General Assembly which follows should confirm the mandate of the co-opted Director; when confirmed, the co-opted Director should complete the mandate of their predecessor, except if the General Assembly decide otherwise. If there is no confirmation, the mandate of the co-opted Director will finish at the General Assembly, without prejudice to the composition of the Board of Directors up until that time.

Article 30

The members of the Board of Directors can be revoked by a two thirds majority of those present or represented at any governance meeting of the Association.

The proposal to revoke a Member of the Board of Directors should be motivated by the non-performance of a task assigned to the Member of the Board of Directors or by other specific motives which can include:

a)     Unjustified non-participation in three consecutive statutory meetings;

b)     Engagement in activities which are prejudicial to the objectives, vision, mission and reputation of the Association;

c)     Any other justified motive.

CHAPTER 7: MISCELLANEOUS PROVISIONS

Article 31

The Association may receive, in addition to Members’ contributions, grants, donations, sponsorships and fees for projects, provided such funding does not undermine, or be seen to undermine, its independence.

Article 32

The financial year starts of 1st January and closes on 31st December. The annual accounts of the Association must comply with the relevant articles of Belgian law and will be submitted to the relevant Belgian authorities.

Article 32

The General Assembly is responsible for appointing an auditor for three years which may be renewed.

Article 30

If the Association is dissolved, the General Assembly will designate the liquidator or liquidators, determine their powers and decide what to do with the Association’s net assets.

In all cases of voluntary or legal dissolution, at whatever time or for whatever reason this happens, the net assets of the dissolved Association should be offered for a not for profit cause within an Association which shares the same objectives.

Article 31

Anything not foreseen in the current Statutes is regulated by law and notably the Code of Companies and Associations.

 

 

 

 

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