II. Members

Article 7: The total number of members of the general meeting is unlimited, but has to be at least three. The founders are:

• Agnes Engelen
  Koningin Astridlaan 148/001, 2800 Mechelen, osteopath DO, Belgian, born in Hombeek on November 16th, 1946;
• Rik Hoste
  Leeuwentandstraat 16, 8200 Sint-Andries, osteopath DO, Belgian, born in Beernem on October 11th, 1962;
• Patrick van Dun
  Scheppershofstraat 12, 2800 Mechelen, osteopath DO, Belgian, born in Mechelen on June 7th, 1967.
  

Article 8: The general meeting decides over the acceptance of new members, without any appeal possible. Every candidate’s request for acceptance has to be sent in writing to the chairman of the board. When using the word ‘member’ in these statutes, we refer to the effective members only.

Article 9: The organization consists of effective and non-effective members.

Non-effective members have joined the organization only to enjoy its activities; they have no vote in the board of directors or at the general meeting. Their rights and duties are stipulated in the organization’s Rules and Regulations, under the Belgian law of June 27th, 1921 and amended by the Belgian law of May 2nd, 2002.

In order to become an effective member of CORPP, candidates have to apply in writing to the board of directors. Candidates are expected to develop and support local branches and/or subcommittees of CORPP. He or she has to be well informed about the organization’s objectives and observe them at any time. Candidates are mainly evaluated by the surplus values they can offer the organization.
Effective members are appointed at a general meeting and therefore appear on the membership roll, which is deposited every year at the registry of the Belgian Chamber of Commerce of the municipality in which the organization is seated.

When using the word ‘members’ in these statutes, we explicitly refer to the members of the general meeting, who hold full membership of the organization, under the Belgian law of June 27th, 1921 and amended by the Belgian law of May 2nd, 2002.

Article 10: Every member may resign from the organization at any time. His or her resignation should be send to the board of directors by registered or normal post.
Exclusion of members is decided only by the general meeting, with a two-thirds majority of the members present or represented.

Article 11: An effective member’s suspension does not imply exclusion. The board has to convene a general meeting within a month’s time of a member’s suspension, where it will take a decision in the matter.

Article 12: The resigning or excluded member and the heirs of the deceased member have in no way a claim to the organization’s capital. Nor may they demand the organization to give or present any bill, inventory or stamp.

Article 13: The organization’s nominal capital comes from:

• The non-effective members’ fees and any subsidies from the authorities or public institutions. The annual membership fee is laid down by the general meeting and cannot exceed €300.00.
• Any contribution. Once accepted, these contributions remain property of the organization until its dissolution.

 
III. Board of directors

Article 14: A board of directors with at least two members runs the organisation. The board’s members are appointed at a general meeting for an indefinite period of time and their mandate only ends by death, resignation or dismissal.

Article 15: The members of the board elect a chairman, a secretary and a treasurer, as well as a person for any other position they deem necessary. The board may also appoint a member of the board who cannot have a seat in the general meeting nor vote in the board itself. This member attends the board meetings but has a consultative vote only.

Article 16: The chairman or two members of the board convene for a meeting. At least half of the board’s members have to attend its meetings before it may take any decisions. Decisions are taken with an absolute majority of votes. In case of a tie the chairman, or his deputy, holds the deciding vote. All decisions are recorded in the meeting’s minutes and signed by the chairman and the secretary. These minutes are entered in the board’s own records.

Article 17: The board of directors is empowered to perform all actions to run the organization, in its broadest sense, save those actions that are explicitly reserved to the general meeting by law and by these statutes. The board directs the organization’s businesses and represents it in and out of court. It acts as plaintiff and defendant in all legal proceedings and decides whether or not to go to court. The board of directors issues all rules and regulations it deems necessary and useful.

Article 18: The board of directors also appoints and dismisses all employees of the organization, either itself or through an agency. The board decides upon their functions and salaries.

Article 19: The board of directors represents the organization in all legal procedures.

Article 20: Furthermore, the board may at least:

• Grant general authority to any trustee of its own choice to sign separately all financial and administrative documents as well as all charters drawn up with the organization;
• Grant special authority to any trustee of its own choice;
• Grant special authority for the daily management to one or more directors.

IV. General meeting

Article 21: The general meeting exercises the organization’s highest authority. It is only authorized to:

• Change the organization’s statutes;
• Appoint and dismiss directors;
• Approve of the organization’s budget and expenses;
• Discharge all directors;
• Voluntarily dissolve the organization;
• Accept and exclude members.

Article 22: The general meeting has to be convened at least once every year, within six months after closing the year. At that moment, it approves of the accounts of the past financial year and of the budget of the financial year to come.

Article 23: Whenever the organization’s interests require so, a general meeting has to be convened. It has to be convened when at least one fifth of its members request it.

Article 24: Every general meeting takes place at the time and place mentioned in an invitation letter sent to all of its members.

Article 25: These invitation letters are sent to every member of the general meeting by the board of directors by mail, e-mail or fax, at least eight calendar days before the meeting takes place and the letters are signed by the chairman on behalf of the board. The invitation also contains the meeting’s agenda. The general meeting may also discuss matters that are not mentioned in the invitation letter, but it can also reject those matters with a majority of votes.

Article 26: The chairman has to be notified about any matter to be discussed at a general meeting, at least four calendar days before the meeting takes place. The general meeting is then compelled to discuss these matters.

Article 27: The general meetings are presided over by the chairman of the board of directors or, in his or her absence, by the organization’s secretary who then designates an interim secretary.

Article 28: All members of the general meeting have a single vote.

Article 29: By and large, the general meeting’s decisions are valid, no matter how many members are present. Its decisions are taken with an absolute majority of votes. In case of a tie, the chairman holds the deciding vote. A member of the general meeting who is unable to attend it, may have any trustee of his or her choice and who is a member of the general meeting, vote for him or her. A trustee may only be given a mandate for one vote.

Article 30: Contrary to the rule above, the following applies:
Changing the statutes in the general meeting is only allowed when this matter was put on the agenda in detail and when two-thirds of the voting members is present or represented. As stipulated in these statutes, a second meeting may be convened whenever fewer members than required, are present. This second meeting may come to a valid decision, no matter how many members are present. Any decision to change the statutes, taken by this second meeting, has to be ratified by the civic court. Any decision to change the statutes has to be taken with a two-thirds majority of the members present or represented, both at the first and second general meetings. Changing the organization’s objectives is possible by unanimous vote only. The same rules are required when voluntarily dissolving the organization.
When excluding a member, a two-thirds majority of votes is required. This matter also has to appear on the meeting’s agenda and the member in question has to be invited to be able to defend his position.

Article 31: The decisions taken by the general meeting are recorded in the meeting’s minutes and signed by the chairman and the secretary, as well as by any other member who wishes to do so. These minutes may be examined by the organization’s members or interested third parties at the organization’s offices.
Extracts of these minutes, for use both in and out of court, are signed by the chairman of the board or by two directors.

Article 32: Every member of the general meeting receives a report, at the latest one month after the meeting was convened. Whenever a member of the general meeting is not satisfied with a certain phrasing in this report, he or she has to inform the chairman of the board of this matter in writing, within fourteen days after the meeting’s report was dated. The remark has to be taken down in the following meeting’s minutes.

V. Budgets and expenses

Article 33: The organization’s financial year begins on January 1st and ends on December 31st. The board of directors closes the expenses of the past financial year and prepares the budget of the following financial year. Both are submitted to the general meeting for approval.

VI. Dissolution and balancing

Article 34: In case of a voluntary dissolution, the general meeting appoints one or more liquidators. After having verified the liabilities, these liquidators will report about their balancing activities to the general meeting. The general meeting then decides explicitly upon the allocation of the organization’s nett proceeds.
This amount has to be paid to a professional association in the non-profit sector with similar objectives as the dissolved organization and/or to an organization with similar objectives in that community of the country in which the dissolved organization was active and/or to an institution of higher education, assuming that institution wants to possess the authority of the matters and activities of the non-profit sector and promotes, organizes and propagates them.

Article 35: For anything these statutes do not deal with or anticipate, the Belgian law of June 27th, 1921, as amended by the Belgian law of May 2nd, 2002, remains applicable.

Mechelen, January 20th, 2006.