Statutes EASTR - April 14, 2023
ASBL (nonprofit organization) of Belgian law constituted in accordance with companies and associations code of March 23, 2019.
First title - Denomination – Registered office.
ARTICLE 1. The association is called: “European association of State territorial representatives -EASTR”
ARTICLE 2. Its registered office is situated 1 rue de Louvain, 1000 Brussels. It may be transferred by decision of the Board of Directors to any other place in the country. Any modification of the registered office must be published in the month of its date, in the annexes of the Belgian Official Gazette.
Its e-mail address is: "contact@aerte-asso.org".
Title II - Purpose.
ARTICLE 3. The purpose of the association is:
- organization of the “European Days of State territorial representatives”;
- exchange of experiences between the State territorial representatives in Europe;
- organization of debates or information or training actions for these territorial representatives;
- multiplication of contacts between them and of opportunities for meetings and exchanges;
- encouragement of bonds of conviviality between the State representatives in Europe and, possibly, in the rest of the world;
- development of contacts with national, regional or local governments, with the European Union (EU) and with other organizations of the same type, as well as the production of reports addressed to them.
The association may perform all acts relating directly or indirectly to its purpose. It can give its assistance and take an interest in any activity similar to its purpose.
The association can receive participations and donations of all kinds: public subsidies, participations or others, subject to the prescriptions of the Code of Companies and Associations of March 23, 2019 and any other text concerning donations inter vivos or testamentary.
Title III –Members.
ARTICLE 4. The number of members of the association is not limited. Its minimum is set at three.
Members can be individuals, associations, States or regional or local governments. These States and governments freely designate their representatives.
The members are territorial representatives in practice or retired.
Officers from central government departments responsible for territorial administration may also be admitted as members.
Organizations of administrative science or universities, oriented to questions of territorial administration can have the quality of member. They freely designate their representatives.
ARTICLE 5. Admissions of new members are decided by the Board of Directors.
Persons or organizations of any kind who have helped the association achieve its purpose may be admitted as honorary members.
ARTICLE 6. The resignation, suspension and exclusion of members are done in determined manner by the provisions of article 9:23 of the code of companies and associations of March 23, 2019. As such, the member concerned is able to present his observations before any decision concerning him.
ARTICLE 7. The resigning, suspended or excluded member, as well as the heirs or assigns of the deceased member, have no right to the resources of the association.
They may not claim or require any statement, rendering of accounts, affixing of seals, or inventory.
Title IV - Contributions.
ARTICLE 8. Members are not required to pay any entry fee. The Board of Directors may set an annual contribution, the amount of which shall not exceed the sum of 50 €.
The members provide the association with the active support of their abilities and their dedication.
The Board of Directors fixes each year the amount of the national contributions for the functioning of the association.
Members may increase the amount of their participation on a voluntary basis and keep the General Secretariat informed.
Title V - General Assembly.
ARTICLE 9. The General Assembly is composed of all members.
ARTICLE 10. The General Assembly is the sovereign power of the association. It has the powers expressly granted to it by law or these statutes.
Are in particular reserved to its competence:
1/ amendments to the statutes;
2/ appointment and dismissal of members of the board;
3/ approval of budgets and accounts;
4/ voluntary dissolution of the association;
5/ the exclusions of members.
ARTICLE 11. At least one general meeting must be held each year.
The association may hold an extraordinary General Assembly at any time by decision of the Board of Directors or at the request of at least one fifth of the members. Each meeting will be held on the day, time and place mentioned in the convocation.
All members should be invited.
ARTICLE 12. The General Assembly is convened by the Board of Directors by ordinary letter addressed to each member, if necessary, remotely, at least fifteen days before the meeting, and signed by the secretary General on behalf of the Board of Directors.
The agenda is mentioned in the convocation.
Except in the cases of statutory modification or exclusion of a member, provided for in articles 9:21 and 9:23 of the code of companies and associations of March 23, 2019, the Assembly can deliberate validly on points which are not mentioned on the agenda.
ARTICLE 13. Each member has the right to attend the Assembly. He may be represented by a proxy. Each member can only hold one proxy.
ARTICLE 14. The Assembly must be convened by the Board when one-fifth of the members request it.
Similarly, any proposal signed by one-fifth of the members must be placed on the agenda.
ARTICLE 15. The General Assembly is chaired by the president of the Board of Directors.
ARTICLE 16. All members have equal voting rights at the General Assembly, each having one vote.
Resolutions are taken by a simple majority of votes present or represented, except in cases where it is decided otherwise by law or these statutes.
In the event of equality of votes, that of the president or of the director who replaces him is decisive.
ARTICLE 17. The General Assembly can only validly deliberate on the dissolution of the association or the modification of the statutes in accordance with provisions of articles 2:109 to 2:113 of the Companies and Associations Code of March 23, 2019.
ARTICLE 18. The decisions of the General Assembly are recorded in a register of minutes signed by the president and a member of the board. This register is kept at the head office where all members can read it but without moving the register.
All members or third parties proving an interest may request extracts signed by the president of the Board of Directors and by a member of the board.
Any modification to the statutes must be published within one month of its date in the annexes of the Belgian Official Gazette. The same applies to any appointment, resignation or dismissal of a member of the board.
Title VI – Administration - Daily management.
ARTICLE 19. The association is administered by the Board of Directors, appointed by the General Assembly for a period of one year.
Each State, regional or local government represented at the European Days suggests one to three members of its delegation for appointment to the Board of Directors. The Secretary General of the European Days attends the Board of Directors with an advisory voice.
The Board of Directors may invite external personalities to attend its meetings.
ARTICLE 20. Each member of the Board of Directors may be represented by a member of his delegation in case of impediment.
In the event of a vacancy during a mandate, delegation in question may be represented by another member pending the next General Assembly.
Retiring members of the board are eligible for reappointment.
ARTICLE 21. The Board appoints a president, possibly a vice-president, a treasurer and a secretary from among its members.
If the president is unable to attend, his duties are assumed by the vice-president or the oldest of the members of the board present.
ARTICLE 22. The Board meets when convened by the president or the secretary. It can only rule if the majority of its members are present or represented.
Its decisions are taken by an absolute majority of votes; when there is a parity of votes, that of the president or member replacing him is preponderant. They are recorded in the form of minutes, signed by the president and the secretary and entered in a special register. The extracts that must be produced and all other acts will be signed by the president or the secretary.
ARTICLE 23. The Board of Directors has the most extensive powers for the administration and management of the association.
It may in particular, without this enumeration being exhaustive, make and pass all acts and all contracts, compromise, acquire, exchange, sell all movable and immovable property, mortgage, borrow, conclude leases of any duration, accept all legacies, subsidies, donations and transfers, renouncing all rights, conferring all powers on representatives of its choice, members or not, represent the association in court, both defending and asking.
It can sign agreements with organizations of all kinds, including official organizations (governments, international organizations, etc.).
It may also receive all sums and securities, withdraw all sums and securities on deposit, open all accounts in banks and the Postal Check Office, carry out all operations on these accounts and in particular any withdrawal of funds by check, order of bank transfer or transfer or any other payment order, hire any bank safe, pay all sums due by the association, withdraw from the post office, customs, railway company letters, telegrams, parcels, registered, insured or not; cash all money orders as well as all summonses or postal receipts.
Waive all contractual or real rights as well as all real or personal warranties; give release, before or after payment, of any privileged or mortgage registrations, transcriptions, seizures or other impediments; execute all judgments, compromise.
The Board appoints, either itself or by proxy, all agents, employees and staff members of the association and dismisses them; it determines their occupations and salaries.
ARTICLE 24. he Board of Directors may delegate the management of the association, with the signature relating to this management, to the person in charge of the General Secretariat of the European Days, as managing member of the board.
The Board sets the powers and fees of the managing member of the board.
The accounts of the association, may be submitted each year to a certified public accountant or a company auditor.
ARTICLE 25. Legal actions, both as claimant and defendant, are initiated or supported, in the name of the association, by the Board of Directors, on the proceedings and diligence of the president or the managing member of the board.
ARTICLE 26. The members of the board do not contract, because of their function, any personal obligation and are only responsible for the execution of their mandate. This is exercised free of any cost.
ARTICLE 27. The secretary, and in his absence, the president is authorized to accept, on a provisional or definitive basis, the donations made to the association and to complete all the formalities necessary for their acquisition.
Title VII - Internal regulations.
ARTICLE 28. If internal regulations appear useful, they will be presented by the Board of Directors and submitted for approval by the General Assembly. Modifications to these regulations may be made by a General Assembly, ruling by a simple majority of the members present or represented.
Title VIII - Various provisions.
ARTICLE 29. The financial year begins on January 1 and ends on December 31 each year.
ARTICLE 30. The accounts for the past financial year and the budget for the following financial year will be submitted annually for approval to the ordinary General Assembly.
ARTICLE 31. In the event of dissolution of the association, the General Assembly will appoint the liquidator(s), determine their powers and indicate the allocation to be given to the net assets of the company's assets.
This allocation must be made in favor of a charity.
These decisions as well as the name, profession and address of the liquidator(s) will be published in the annexes of the Belgian Official Gazette.
ARTICLE 32. Anything that is not explicitly provided for in these statutes must be regulated in accordance with the relevant provisions of the Code of Companies and Associations of March 23, 2019.
Of which act signed and agreed in Malmö on April 14, 2023.