Statutes EASTR, May 3, 2024
ASBL (nonprofit organization) of Belgian law,
constituted in accordance with companies and associations code of March 23, 2019.
N° 473.490.751
Title I - 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;
- the exchange of experiences between State territorial representatives and agents from central government services responsible for issues relating to territorial administration;
- organization of debates or information or training actions for these territorial representatives;
- multiplication of contacts and opportunities for meetings and exchanges among them as with educational institutions oriented towards questions of territorial administration;
- 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 are associations, states or regional or local governments. These associations, states and local or regional governments freely designate their representatives so that they have one of the qualities referred to in paragraph 4 below.
Administrative science organizations or universities, oriented towards questions of territorial administration may have membership quality. They freely designate their representatives.
The association can admit physical persons, state territorial representatives in activity or retired as well as officers from central government departments responsible for territorial administration in activity or retired or members of academic staff, in activity or retired, from administrative science organizations or universities focused on questions of territorial administration.
Physical persons have the status of associate members. They do not have the right to vote at the General Assembly but can attend in a consultative capacity.
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 and who meet or not one of the qualities referred to above may be admitted as honorary members.
Honorary members do not have any rights in this respect but may be invited to activities organized by the association.
ARTICLE 6. The resignation, suspension and exclusion of members, associate members and honorary 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 (including a member, an associate member or an honorary member), as well as the heirs or assigns of the deceased member (or associate member or honorary 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, whatever they are, are not required to pay any entry fee.
Members pay an annual contribution, the amount of which is set by the Board of Directors.
For associate members, the Board of Directors sets the amount of annual contribution.
The members, the associate members and honorary members provide the association with the active support of their abilities and their dedication.
The Board of Directors sets each year the amount of contributions intended for the operation of the association for each category of members.
Members may increase the amount of their participation on a voluntary basis and keep the Board of Directors informed through the secretary general.
Title V - General Assembly.
ARTICLE 9. The General Assembly is composed of all members up-to-date with their contribution. The internal regulations specify what is meant by “member up-to-date with their contribution”
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 (article 9:12 of the Companies and Associations Code):
1/ amendments to the statutes;
2/ appointment and dismissal of members of the board;
3/ the appointment and dismissal of the commissioner(s) and the setting of his/her remuneration;
4/ the discharge to be granted to the administrators and the commissioner, as well as, where applicable, the bringing of a legal action by the association against the administrators and the commissioners;
5/ approval of budgets and accounts;
6/ voluntary dissolution of the association;
7/ the exclusions of members.
8/ the possible adoption of internal regulations, after proposal by the Board of Directors (see article 28 of these statutes);
9/ the transformation of the non-profit association into another legal form;
10/ make or accept the free contribution of a universality;
ARTICLE 11. At least one General Assembly 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.
The General Assembly may be held remotely, in accordance with the provisions of the Companies and Associations Code, and more particularly Article 9:16/1, §1, where applicable supplemented or specified by the internal regulations.
ARTICLE 13. Each member as defined in article 4, paragraph 2 has the right to attend the General Assembly by sending there one or more representatives. The internal regulations will provide for the practical organization of this participation.
In the event of absence, members can give a proxy to a mandatory who must be a representative of another member of the association. Each member can only hold one proxy.
ARTICLE 14. The Assembly must be convened by the Board of Directors 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 country having only 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 member who has the presidency or who replaces him/her is decisive.
ARTICLE 17. The General Assembly can only validly deliberate on the dissolution of the association in accordance withprovisions of articles 2:109 to 2:113 of the Companies and Associations Code of March 23, 2019 and on modifications to the statutes, only in accordance with the provisions of the same Code and more particularly articles 9:12, 9:14/1 and 9:21.
ARTICLE 18. The decisions of the General Assembly are recorded in a register of minutes and signed by the president and an administrator. 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 anadministrator.
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 administrator.
Article 18bis. Before the date set for a General Assembly, the members thereof will be able to vote remotely by sending an email to the president with at least a copy to the secretary general as well as to any other member that the Board of Directors will have designated.
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 three years.
The General Assembly appoints the members of the Board of Directors in accordance with these statutes and the procedure provided for in the internal regulations.
The administrators will be physical persons chosen among state territorial representatives in function or retired whose country, region or territory of origin is a member of the association.
Each member as defined in article 4, par. 2 will have at least one representative on the Board of Directors.
They may also be members of the academic, scientific or administrative staff of the organizations or institutions referred to in Article 4, paragraph 3 of these statutes.
Finally, these could be people exercising responsibilities within professional associations that are members of the EASTR or central government services responsible for territorial administration.
The Board of Directors has at least three members and a maximum of thirty.
The Board of Directors appoints a person in charge of managing and promoting the activities of the association. He has the title of secretary general.
The secretary general is also responsible, in liaison with the Board of Directors and the authorities of the host country/territory, for the organization of the European Days.
He/she is responsible for the preparation and proper execution of all decisions of the Board of Directors and the General Assembly.
The secretary general attends the Board of Directors and the General Assembly with an advisory voice.
He may receive indemnity by decision of the Board of Directors.
The Board of Directors may invite external personalities to attend its meetings.
ARTICLE 20. Each member of the Board of Directors may be represented in case of impediment by another administrator according to the terms of the internal regulations.
In the event of a vacancy during a mandate, the remaining administrators have the right, in accordance with article 9:6, §2 of the Companies and Associations Code, to co-opt a new administrator pending the next General Assembly which will have to confirm or not the mandate of the administrator co-opted.
Retiring administrators are eligible for reappointment.
ARTICLE 21. The Board of Directors appoints among its members and for the duration of his mandate of three years, one or several vice-president(s), as well as a treasurer.
They form the office. The secretary general attends the office in a consultative capacity.
Annually, the member of the Board of Directors representing the state or local authority hosting the European Days of the following year will join the office as vice-president. If the president is unable to attend the Board of Directors or the General Assembly, his duties of the president of the meeting are assumed by the eldest vice-president or, failing that, the oldest of the administrators present.
ARTICLE 22. The Board of Directors sets the dates of its own meetings which are convened by the intermediary of its president or, at his request, by the secretary general.
It can only rule if the majority of its members are present or represented.
All members have equal voting rights in the Board of Directors, each country having a single vote and a maximum of three representatives.
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 another administrator and entered in a special register. The extracts that must be produced and all other acts will be signed by the president and another administrator.
ARTICLE 23. The Board of Directors has the most extensive powers for the administration and management of the association except for what the law and these statutes reserve for the competence of the General Assembly.
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.
In agreement with the host state or local authority, the Board of Directors decides on the choice of venue, dates and theme(s) of future European Days of State Territorial Representatives.
ARTICLE 24. The accounts of the association, which is a non-profit association (ASBL) within the meaning of the provisions of the Companies and Associations Code of March 23, 2019, can be submitted each year to a certified accountant or to 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 assisted by the secretary general.
ARTICLE 26. The administrators 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 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. The Board of Directors may delegate this authority to the secretary general.
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 liquidators, determine 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 an association with a similar purpose or, failing that, a charity.
These decisions as well as the name, profession and address of the liquidators 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 Izmir, Türkiye, on May 3, 2024.
Note: Some function names are sometimes used only in the masculine gender; this is done for convenience, the old statutes which proceeded in this way having served as a basis for the present ones. It is obvious that these names and functions are aimed at any type of person who can assume them, regardless of their gender or sex.
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