This Association is subject to the Belgian Law of 2 May 2002 on non-profit associations (hereafter named “the Law”) to which it is expressly referred for any matter not mentioned in these Statutes or Internal Regulations (Bylaws). Any litigation related thereto shall fall within the jurisdiction of the courts of the Registered Office’s location.
Article 1 – Name of the Association
The non-profit Association is called “NATO Charity Bazaar ASBL” (abbreviated “NCB”).
Article 2 – Aims of the Association
The aims of the Association are:
· To organize social events and activities with the aim of collecting funds to donate to charity.
· To bring together the employees and family of NATO HQ to foster friendship within its international community
Article 3 – Registered Office of the Association
The decision to change the registered address of the Association may only take place at a General Meeting when the Members are assembled.
The address of the Registered Office of the Association shall be the address of the President, Vice-President or Treasurer and shall change as needed.
The Association is officially located at, Square du Vieux Tilleul 1/4, 1050 Ixelles in the judicial district of Brussels.
Article 4 – Members of the Association
The minimum number of members is four full members.
There are two categories of members
· Full member: A national representative for each nation that participates in the activities and social events of the Association.
· Associate member: Any person who takes part in the organization of events and activities of the Association.
Full members are entitled to all rights afforded by the Law and by these Statutes.
Associate members have the same rights as full members, with the exception of the right to vote as part of the General Meeting.
Article 5 – Admission
Each new request for membership must be approved by the Board, which will examine requests and give their views on said requests at their meetings. The final decision concerning membership will be made by the General Assembly.
Any person who becomes a member of the Association must agree to these Statutes, as well as to any other rules.
Article 6 – Loss of Membership
Membership is lost through:
- · Resignation.· Suspension decided upon by the Board when there are serious grounds for concern, the person involved having previously been asked to appear before the Board to provide an explanation.
A final cancellation of membership must be decided upon by the General Assembly.
· Dismissal is decided upon by the General Assembly when there are serious grounds for concern, the person involved having previously been asked to appear before the General Assembly to provide an explanation.
The same procedure shall be applied to revoke or suspend the tenure of an Administrator or a member of the Management Board.
- When a Board member leaves the board he/she cannot delete, take with them or share confidential information obtained while being a member of the NCB Board with persons outside of the NCB Board or use this information for personal or business purposes.
Article 7 –Resources
- · Subsidies received from the Belgian state, regional and local authorities or any other public organization.· Funds received in return for services provided by the Association.· Any other resources authorized by the Law.· Members may be required to pay an annual Membership fee which is a one-off payment or specific to either category of Member. The amount is set by the General Assembly and may not exceed 250,00 EUR per annum.
Article 8 – General Meeting
The General Assembly is composed of full members. Members who cannot attend may be represented by a third party, whether a full member of the Association or not, with a limit of two proxies per attendee. The General Assembly will be invited to convene by the Board or by at least one quarter of the full members. It shall be chaired by the President.
The invitations are to be sent out to all full members by e-mail at least ten (10) days before the scheduled date of the meeting. The agenda is to be sent with the invitations. The General Meeting may only discuss the items on the agenda unless a proposal, signed by at least one tenth of the membership, is presented before the meeting.
The minutes of each meeting are to be sent to all members within three months of the latter. The minutes shall be filed in the register held at the registered office and may be viewed by third parties following prior authorization by the Board.
The General Assembly has absolute authority and holds all powers afforded by the Law and these Statutes.
The General Assembly may, inter alia:
· Elect or dismiss the Administrators;
· Approve new members;
· Dismiss a member;
· Approve the budget and accounts;
· Approve Internal Regulations (Bylaws);
· Approve the choice of charities to receive donations;
· Approve the amount given to each selected charity;
· Amend the Statutes;
· Amend the aims for which the Association was established;
· Declare the Association dissolved.
The General Assembly can only validly decide on a change of the Statutes if at least two thirds of the members are present or represented. If the change affects the objects of the Association, the quorum of votes is to achieve four-fifths of the votes. The quorum is the same for the liquidation of the Association.
If this quorum is not reached, a second meeting may be convened. It may negotiate and make decisions, whatever the number of members present or represented. There must be at least 15 days elapse between the two meetings.
Decisions shall be made by an absolute majority (50% +1 vote) of the votes of the attending or represented members.
Voting shall be by show of hands, except if a person is concerned, in which case it shall be secret. Voting shall also be secret if so requested by half the members.
Article 9 – Annual/Statutory General Assembly Meeting
The General Assembly shall meet at least once a year within the first semester of the calendar year. The social year begins on January 1st and ends the following December 31st.
During the Annual General Assembly meeting, the Board shall present a report on the activities of the Association, as well as a financial report containing the previous year’s accounts and the budget of the current year. The members of the General Assembly are to be invited to approve these reports.
The Association’s financial year begins on March 1st and ends on the last day of February.
Article 10 – Board
The Association shall be managed by a Board composed of from three to twenty members, elected for two years by the General Assembly among volunteers from participating countries.
The members of this Board must be elected every two years by the General Assembly. Should a vacancy arise, the Board shall select a provisional replacement from its members. Permanent replacements are to be elected at the following Annual General Assembly Meeting.
The Board shall elect from among its members a Management Board composed of at least a President, a Vice-President and a Treasurer, whose appointments shall be confirmed by the General Assembly.
Article 11 – Meetings of the Board
The Board shall hold at least one meeting every six months, at the invitation of the President or at the request of one quarter of the members. The meetings shall be chaired by the President.
Decisions shall be made by an absolute majority of the votes (50%+1) of the members attending or represented within a limit of one proxy per member. In case of a tied vote, the President shall have the casting vote.
However, the Board may only make valid decisions if at least half the members are attending or are represented.
In principle, voting shall be by show of hands, except when a person is concerned, in which case it shall be secret. Voting shall also be secret if so requested by half the Administrators.
Article 12 – Responsibilities of the Board
The Board shall hold all the powers not specifically afforded to the General Assembly by the Law or by the Statutes. It shall manage and direct the Association according to the decisions made by the General Assembly. It shall represent the Association to third parties, including courts of law. It shall delegate part of its authority to the members of the Management Board.
The Board may, inter alia:
· Set the agenda for meeting of the General Assembly;
· Implement, together with and under control of the Management Board, the general and financial control, the decisions made by the General Assembly;
· Set the budget of the Association and draw up the accounts;
· Suspend a member or an Administrator of the Association.
Article 13 – Management Board
The Management Board shall be composed of a President, a Vice-President and a Treasurer.
The Management Board shall ensure the smooth running of the Association under the control of the Board, whose meetings it shall organize.
The President shall represent the Association in all its outside activities and act on its behalf, subject to approval by the Board. In case of unforeseen difficulties, the Vice-President shall replace the President.
The Treasurer shall manage the accounts of the Association, collect all receipts and pay all expenses, subject to approval by the President. In case of unforeseen difficulties, the President shall replace the Treasurer.
Any day-to-day management operation of a value exceeding 1 000 EUR, any legal act or operation outside the framework of day-to-day management, irrespective of its value, shall only commit the Association if signed by three administrators, of whom at least two must be members of the Management Board.
For any other act of day-to-day management, the Association shall be validly represented by one of the members of the Management Board.
Article 14 – Internal Regulations (Bylaws)
Internal Regulations (Bylaws) may be established by the Board and approved by the General Assembly.
Such regulations shall settle various points not covered by these Statutes, particularly those concerning the internal running of the Association.
Article 15 – Dissolution
In the event of dissolution decided at an Extraordinary General Assembly meeting, the General Assembly is to appoint one or more liquidators. The General Assembly is to assign its assets to one or more charities of its choice.
Article 16 – Special Provision
This document is a translation of the original French, which is the authentic text.
In the event of litigation, the French version of these Statutes shall prevail.
Amended and approved by the General Assembly at the Annual General Assembly meeting on
9 February 2017