Statutes

BELGIAN ASSOCIATION FOR CHILD NEUROLOGY AMENDMENT TO THE STATUTES in Brussels, Crown Avenue, 20

STATUTES AND APPOINTMENTS

In the year nineteen seventy-six, on the twenty-third of June.
Before Mr. Robert Goossens-Bara, notary residing in Brussels, appeared:

Mr. Gérard Carlier, Doctor of Medicine, residing in Liège, quai de la Boverie 10.
Mr. Paul Casaer, Doctor of Medicine, residing in Haasrode, Keiberg 51.
Mr. Philippe Evrard, Doctor of Medicine, residing in Sint-Lambrechts-Woluwe, Lambeaulaan 88.
Mrs. Liliane Sneessens, Doctor of Medicine, residing in Berchem-Antwerp, Fruithoflaan 27.
Mr. Henri Szliwowski, Doctor of Medicine, residing in Anderlecht, Raadsplein 15.
All of Belgian nationality.

The persons appearing under nos. 1 and 4, represented here by the person appearing under no. 5, based on two private powers of attorney, which will remain attached hereto.

They have requested us to draft the statutes of a non-profit association, which they wish to establish by mutual agreement in accordance with the provisions of the law of June twenty-seventh, nineteen hundred and twenty-one.

CHAPTER I – Name, seat, purpose, and duration

Article 1. The name of the non-profit association is: "Belgian Association for Child Neurology." This name must appear on all documents, accounts, announcements, publications, and other materials issued by the association, immediately followed by the words, which must be legibly and fully written out, "non-profit association" or abbreviated "vzw."

Article 2. The seat of the association is located at 1050 Brussels, Crown Avenue 20, in the district of Brussels.

Article 3. The Belgian Association for Child Neurology has the following objectives:

• To promote the study and treatment of neurological diseases in children;
• To organize scientific meetings on the subject of child neurology, both within the association and in collaboration with any other scientific association of its choice;
• To organize educational and informational meetings for doctors, other than those specialized in child neurology;
• To promote the exchange of information between different child neurology centers in the country by organizing meetings in each of these centers;
• To provide cooperation and assistance to the authorities responsible for public health and national education regarding issues related to child neurology and the development of the nervous system in children.

Article 4. The association was established for an indefinite duration. It can be dissolved at any time.

CHAPTER II: Members, admission, withdrawal, obligations

Article 5. The association has three types of members: effective members, affiliated members, and honorary affiliated members. The term "member" when used separately includes both categories.

The association must have at least 3 effective members. Effective members are:

a) By law, the founding members of the association;
b) At their request, all effective members of the Belgian Association for Neurology and/or the Belgian Association for Pediatrics, who submit a written declaration stating that they devote three-quarters of their professional activity to child neurology and provide proof of adequate training in child neurology;
c) The status of effective member of the association can be obtained by decision of the Board of Directors, approved by the general meeting.

In this case, the candidate must meet the following conditions:

• Be a Doctor of Medicine and practice medicine in Belgium;
• Provide proof of complete training in child neurology;
• Dedicate three-quarters of their time to child neurology;
• Have presented two communications at meetings of the association;
• Submit a request for membership to the secretary of the association, accompanied by a curriculum vitae and recommendations from two effective members of the association who have accepted sponsorship of their admission.

Only effective members have voting rights and can be part of the Board of Directors.

Article 6. Affiliated members will be:

• Persons who do not meet the above conditions but who have made a significant contribution to child neurology;
• Prominent child neurologists from other countries;
• Effective members of the Belgian Association for Neurology and/or the Belgian Association for Pediatrics who are interested in child neurology and submit a written request to be admitted as affiliated members.

Affiliated members have no voting rights and cannot be part of the Board of Directors.

Article 7. The admission of new members is at the sole discretion of the Board of Directors.

Article 8. Membership is lost by resignation or by exclusion following a decision by the general meeting. Proposals for exclusion are made by the Board of Directors. In case of non-payment of membership fees for two years, the member is considered to have resigned. Resignation and exclusion of members are carried out under the conditions laid down in Article 12 of the Law of June 27, 1921, concerning non-profit associations.

Article 9. Removal from the List of the Order automatically results in exclusion from the association.

Article 10. Resigned or excluded members, as well as the heirs of deceased members, have no rights to the association’s assets. They cannot reclaim the amounts of the membership fees they or those they represent have paid. They cannot claim or demand that accounts be settled, nor can they request the application of seals or the drawing up of an inventory.

Article 11. Members of the association owe a membership fee. The amount of the fee is determined annually by the general meeting. The maximum membership fee is €100. No member of the association can, in any way, be held personally liable for the obligations the association undertakes; only the association's total financial income can be held accountable for this.

CHAPTER III: Management and daily operations

Article 12. The association is managed by a Board of Directors composed of at least 4 members, being a president, a vice-president, a secretary, and a treasurer. The members of the Board of Directors are elected by the general meeting by a simple majority of votes and by secret ballot. The Board of Directors may invite individuals it deems necessary to attend the meetings.

In case of resignation or death of a director during their mandate, they will be replaced at the next general meeting, unless the number of directors has fallen below the legal minimum, in which case an extraordinary general meeting will be convened to elect the necessary number of directors. The newly elected director completes the mandate of the director they replace. The president is elected for a period of 3 years and can only be re-elected to this position after a period of 3 years. Other members are elected for 3 years and are eligible for re-election.

Article 13. The Board of Directors meets at the invitation of the president or at the request of three of its members. Decisions are made by a simple majority of votes; in the event of a tie, the president’s vote is decisive. These decisions are recorded in minutes signed by the president and the secretary. Extracts from these minutes are signed by the president or by two directors. The Board of Directors has all powers not reserved for the general meeting. It handles the daily operations of the association. It decides on all admissions and exclusions from the association unless ruled on by the general meeting. It organizes scientific meetings and educational activities. It ensures and promotes the exchange of information among the various members of the association.

Article 14. The Board of Directors may grant any form of special authority as it sees fit. The functions, capacities, powers, and mandates discussed in this article are unpaid; they are revocable at any time.

Article 15. Legal actions, whether as plaintiff or defendant, are initiated and conducted in the name of the association by the Board of Directors.

Article 16. For all other actions, excluding those mentioned in Articles 14 and 15, the signature of two members of the Board of Directors will suffice to bind the association to third parties without the need for special deliberation, authorization, or mandate.

CHAPTER IV: The General Meeting

Article 17. The general meeting holds the sovereign authority of the association. It is reserved for decisions concerning:

1. Amendments to the statutes;
2. Appointments and reappointments of directors;
3. Approval of budgets and accounts;
4. Voluntary dissolution of the association;
5. Exclusion of members;
6. Any decision that exceeds the authority of the Board of Directors, as defined by law or statute.

Article 18. The ordinary general meeting meets at least once a year, during the month of February. The general meeting meets in extraordinary session whenever necessary for the general interest of the association or if requested by at least one-fifth of the effective members. Every general meeting is held on the day, time, and place indicated in the invitation. All effective members must be invited.

Article 19. Invitations are sent by the Board of Directors to all members by regular mail. These letters are sent at least fourteen days before the meeting and are signed on behalf of the Board of Directors by the president or two directors. The general meeting can only decide on items listed on the agenda.

Article 20. The general meeting is chaired by the president of the Board of Directors, or in their absence, by the vice-president, or in their absence, by the oldest attending director. The president appoints the secretary.

Article 21. Each effective member has the right to attend and actively participate in the general meeting, either personally or by or represented by a proxy of his/her choice, however, this proxy must himself/herself be an effective member and no proxy can have more than one proxy. All effective members have equal voting rights, each having one vote.

Article 22. An extraordinary general meeting may be convened in special circumstances by the President, after subsequent advice from the Board of Directors or upon written request to the Secretary by at least one-fifth of the Full Members. In the latter case, the meeting shall take place thirty days after the request to convene the general meeting was filed. The extraordinary meeting of the general assembly shall deal with all urgent matters submitted to it. The extraordinary general meeting called to decide on an amendment to the articles of association can only validly deliberate if two-thirds of the effective members are present or represented. If this quorum is not reached, a second meeting may be convened which can validly deliberate regardless of the number of Full Members present or represented. This second meeting must be held at least 15 days after the first meeting.

Article 23. Voting by correspondence is allowed for the election of members of the Executive Board.

Article 24. The decisions of the annual general meeting shall be recorded by the secretary of this meeting in a register and shall be signed by the members of the Board of Directors, who were present at these decisions. The minutes of the annual general meeting will include the report of the secretary and treasurer, they will be printed and distributed to all members of the association

Article 25. Rules of internal procedure may be drawn up by the Board of Directors; the Board will have these rules approved by the general meeting. The purpose of these regulations is to lay down certain points not provided for in the articles of association, in particular concerning the internal administration of the association.

CHAPTER V: Budget and Accounts 

Article 26. The financial year begins the first of January and ends the thirty-first of December each year. At the end of the financial year, the accounts of the past financial year must be closed and the budgets of the following year must be drawn up. Accounts and budgets shall be submitted to the general meeting for approval during the month of February.

Article 27. The income of the association consists of:

- the contributions paid by the members;

- the subsidies that may be granted by the State, by universities, by foundations and by any public or private institution;

- inheritances and gifts from private individuals.

CHAPTER VI: Dissolution and Liquidation

Article 28. In case of voluntary dissolution of the association, the general meeting shall appoint the liquidators and define their powers.

Article 29. In case of dissolution, whether voluntary or judicial, the assets of the association, after settlement of debts and expenses, shall be allocated to an association or a work whose objective is closest to that of the association, which shall be chosen by the general meeting.

Temporary provisions

Article 30. In order to allow the immediate functioning of the association, both as regards the accession of new members and the organisation of the first meeting, meetings as described in Article 3, the first Board of Directors will be composed as follows :

Chairman: Mr Paul Casaer

Vice-chairman: Mr Gérard Carlier

Secretary: Mr Philippe Evrard

Treasurer: Mr Henri Szliwowski

Of which deed, done and past at Brussels, date as above.

And after being read out, the appearers signed with us, notaries.