Bylaws

Title 3 – Members

Article 8 – Members

§ 1. There shall be at least eight members, who shall be natural persons to the exclusion of legal persons.

§ 2. The first members are the undersigned founders.

Article 9 – Membership

§ 1. Membership of the association is personal.

§ 2. The Board of Directors shall keep a register in which the names and addresses of all members are recorded. Members shall inform the Board of Directors of any change of name and address and of professional practice.

§ 3.  Membership of the Association shall only be open to persons who demonstrate to the satisfaction of the Board that at the time of the application referred to in paragraph 5 they have demonstrable expertise in tax law as described in Article 6 in terms of knowledge and experience.

§ 4. In addition, the members must have been lawyers for at least three years. In special circumstances, however, the Board of Directors may waive this requirement.

§ 5. To obtain membership, a written application must be submitted to the Board of Directors. The Board may request additional information from the applicant in order to consider the application.

The Board shall provide an application form which shall include all the requirements of the Statutes for membership.

§ 6. Law firms may not become members.

§ 7. The decision of the Board of Directors shall be notified in writing to the applicants. In case of a negative decision, the reasons shall be communicated to the person concerned.

A decision of refusal will be communicated to the applicant, stating the reasons. There is no possibility of appeal against this decision.

§ 8. Members have all the rights and obligations set out in the SHA and these Statutes.

§ 9. The list of members is only available to the Board of Directors. On the website of the Association, a list of members will be published on the members’ page, indicating the surname, the first name, the firm and the Order (Cass, OVB, OBFG) of which the lawyer is a member.

Members who consult this list may not publish it or use it in any way for commercial or other purposes. They shall be subject to legal sanctions in the field of data protection, where applicable, without prejudice to any other measures that the Board of Directors may decide to take pursuant to Article 10.

Article 10 – Suspension, exclusion and resignation

§ 1. Membership shall be terminated by :

1. in mutual consultation with the President who shall report to the next meeting of the Administrative Board, in which case membership shall terminate on the agreed date;

 

1. unilateral termination in writing by the member to the office of the Association, in which case membership shall terminate on the date of receipt of the letter;
2. the death of the member;
3. no longer fulfilling the conditions of membership laid down in the statutes;
4. non-payment of the annual contribution referred to in Article 12, after having been put on notice to do so.

§ 2. Without prejudice to the above grounds for termination, the Board of Directors may suspend or exclude a member for acts or omissions contrary to the Statutes, regulations or internal resolutions or if the member unreasonably prejudices the Association.

Unreasonable behaviour occurs when the attitude, behaviour, statements or writings, in public or in private, are incompatible with the object or constitute an attack on the good reputation of the association.

§ 3. Those who, as a result of a criminal conviction, have lost their civil and political rights or who are no longer lawyers or honorary lawyers, shall automatically lose their membership of the ASBL.

Article 11 – Rights and obligations

No member may assert or exercise any right whatsoever over the property of the ASBL by virtue of membership alone. This exclusion of rights to property applies at any time: during membership, upon termination of membership for any reason whatsoever, upon dissolution of the ASBL, etc.

Article 12 – Contributions

§ 1. Members are required to pay an annual membership fee, which shall be determined each year by the Board of Directors.

§ 2. The liability of the members is in any case limited to the amount of this contribution. In no case may members claim the return of all or part of this contribution.

Title 4 – Administration and representation

Section 4.1. – Management and administration – General Assembly

Article 13 – Composition

§ 1. A General Assembly of members shall be convened on the initiative of the Board of Directors or – if the Board of Directors is not present – on the initiative of at least 10 members. If the association has less than 10 members, the general meeting must be convened if all members who are not also directors so request.

Notice of the meeting must be given to the members at least thirty (30) days before the date of the meeting. Such notice may be given by e-mail.

§ 2. The General Assembly shall be composed of the members and their alternates determined in advance in accordance with Article 16. The voting procedures shall be laid down in the Rules of Procedure.

The Chairman of the Administrative Council shall also be the Chairman of the General Assembly.

Article 14 – Powers

The General Assembly shall be competent for all cases provided for in these Statutes and for the tasks imposed by law. The present statutes take into account the current state of legislation and stipulate that these powers are subject to changes in the law, with effect from the date on which these changes come into force. However, with regard to the provisions concerning the acceptance, suspension or exclusion of members, it is expressly stipulated that this competence falls exclusively within the powers of the Board of Directors.

The General Assembly has the following non-exhaustive powers

– decision to adopt the legal personality referred to in Article 1 ;

– the appointment and resignation of the directors referred to in Article 18;

* the appointment and dismissal of the auditors and the determination of their remuneration, if any;

* the discharge of the directors and auditors and, if necessary, the lodging of a complaint by the association against the directors and auditors;

– the determination of the annual contribution referred to in Article 12;

– the determination of the annual contribution referred to in Article 12; * the rendering of accounts and justifications and the granting of discharge to the directors in Article 28;

* on the policy they pursue and consider, as referred to in Article 16;

– the amendment of the Articles of Association as referred to in Article 16;

– the decision to dissolve as referred to in Article 28;

– approval of the internal rules referred to in Article 20.

* approval of the budgets and annual accounts on the basis of the annual action plan;

* dissolution of the ASBL;

* accepting or making a contribution without consideration of a general nature;

* determining the destination of the assets of the dissolved association;

* transformation into an NPOA, a cooperative society recognised as a social enterprise or a cooperative society recognised as a social enterprise.

Article 15 – Meetings

§ 1. The annual meetings of the ordinary general assembly shall be held within six months of the end of the financial year.

§ 2. The meetings shall be convened by the President of the administrative body. The notice of the meeting shall be sent to all members, directors and auditors at least 15 days before the date of the general meeting by post or, on request, by ordinary mail.

A draft agenda as determined by the administrative body and the documents shall be attached to the notice. In addition to the agenda determined by the collegiate governing body, each item that has been introduced at least 7 days before the meeting shall also be included in the agenda.

On the proposal of the Board of Directors, the General Assembly may be held in digital form. This will be indicated in the e-mail notification, specifying the date and time of the digital meeting to which members can subscribe, the agenda of the digital meeting and the voting method, as well as the time limits within which members can ask questions from the communication of the draft agenda with annexes. The Board of Directors may answer them.

§ 3. The General Assembly shall be chaired by the President or his/her deputy or, in their absence, by the Vice-President or, in his/her absence, by the oldest member of the Board present according to seniority. If no Board member is present, the meeting itself shall preside.

The Chairman of the meeting shall take the minutes.

§ 4. Extraordinary General Meetings shall be held whenever the administrative body deems it necessary and in any case when one fifth of the members so request. If necessary and if one fifth of the members so request, the President shall convene the General Assembly.

If the agenda concerns an amendment to the Statutes, it shall be an extraordinary General Assembly in accordance with Article 9:21 of the SHA. The notice shall be sent to all members at least 15 days before the date of the General Assembly by e-mail or, on request, by ordinary mail.

Article 16 – Quorum and voting

§ 1. Each member of the Association shall have one vote.

§ 2. A member may be represented at the meeting by another member who has been mandated in writing. Each member may have a maximum of two proxies.

§ 3. Decisions shall be taken by consensus as far as possible, or by oral vote. If one tenth of the members present so request, a written vote shall be taken on the question to be dealt with.

In the case of a digital General Assembly, members are invited to vote publicly via the platform used. At the request of one tenth of the members or on the proposal of the Board of Directors, an anonymous voting procedure can be followed. This can be done by sending an email to the Secretary and Co-Secretary in which the members indicate their vote. The Secretary and Joint Secretary shall record the number of votes cast without revealing the identity of the voters and shall announce the number of votes cast and the result at the end of the voting period. Once a vote has been cast by sending an e-mail, it cannot be changed or considered invalid.

§ 4. Insofar as the question has been voted on, the proposal can only be adopted by an absolute majority of the votes validly cast.

For the deliberations to be valid, at least the majority of the members must be present or represented. Decisions shall be taken by a simple majority of the members present or represented, unless otherwise provided for in the SHA or the Statutes. Invalid votes and abstentions shall not be counted.

§ 5. The statutes of the association may only be amended by a resolution of the General Assembly, which has been convened with the announcement that an amendment to the statutes will be proposed. The proposed amendment must be included verbatim in the notice convening the meeting.

A decision to amend the association’s statutes can only be validly taken by a two-thirds majority of the votes validly cast in writing at a members’ meeting at which at least one-third of the number of members entitled to vote is present or represented.

If this quorum is not reached, a new meeting of members shall be convened within thirty (30) days of the meeting, at which the resolution may be adopted irrespective of the number of members present or represented, provided that it is supported by a majority of at least three quarters of the votes validly cast in writing.

If the amendment of the articles of association concerns the object or purpose of the association or the dissolution of the ASBL, it can only be adopted by a majority of four fifths of the votes cast by the members present or represented. Abstentions and invalid votes are not included in the numerator or denominator and therefore do not count as votes against.

The Board of Directors shall maintain an updated and coordinated version of the Statutes, a copy of which may be provided to members on request.

Article 17 – Report

A report of each General Assembly shall be prepared. The approved report shall be signed by the President and the Secretary and kept in a separate register. This register, which may be consulted by the members, shall be kept at the registered office of the Association.

Third parties who wish to see the recorded decisions of the General Assembly may submit a request to this effect to the administrative body, which may authorise or refuse it at its discretion and without giving any further reasons.

Section 4.2. – Administration and representation – Administrative body

Article 18 – Composition

§ 1. The Association shall be managed by a Board of Directors, consisting of an even number of directors and at least six directors. The directors must be members of the association. However, if only three persons are members of the association, the Board of Directors shall consist of only two persons. In any case, the number of directors must always be less than the number of persons who are members of the association.

In the composition of the Board, care shall be taken to ensure that it is sufficiently representative and balanced. Each language group shall be represented by at least two directors.

The Board shall elect from among its members a President, possibly one or more Vice Presidents, a Secretary and a Treasurer or any other position deemed appropriate by the Board. These functions may be combined by the Directors

§ 2. The Directors shall be appointed by the General Assembly by a simple majority of the valid votes cast by the members present or represented.

They shall be appointed for a maximum of 4 years, but their term of office shall end immediately after the annual meeting of the year in which it expires.

Every two years, the term of office of half of the directors expires. The general meeting appoints the directors in such a way that the Board of Directors is reconstituted every two years to the extent mentioned above, which can also be achieved by reappointment. In order to comply with the required reconstitution, in the absence of nominations of other directors, the directors with the longest service on the Board of Directors shall resign or make themselves available.

If these requirements result in the non-fulfilment of the quorum of the minimum number of directors for each language group or of the total number of directors, the directors shall continue to exercise their mandate until their replacement can be decided by the General Assembly.

§ 3. Without prejudice to the possibility of resignation, the directors may be dismissed at any time by the general meeting. The General Meeting shall decide on this matter in a discretionary and unmotivated manner by a simple majority of the votes validly cast by the members present or represented. The director shall be heard beforehand by the general meeting.

A director who resigns or is dismissed during his term of office shall remain liable for acts committed during his management until he is discharged by the general meeting.

Three consecutive absences from the Board of Directors without apology accepted by the President shall constitute resignation.

If a vacancy occurs in the Board of Directors, the Board of Directors may appoint a temporary director until the decision of the next General Assembly.

§ 4. The mandate of a director is unpaid, unless otherwise decided by the General Assembly.

§ 5.  Directors shall not bear any personal liability in the exercise of their functions and shall only be liable for serious personal misconduct in the exercise of their mandate.

Article 19 – Meetings of the Board of Directors

§ 1. The Board of Directors shall meet whenever the interests of the Association so require, upon convocation by the President or by two Directors. The Board of Directors must be convened when one third of the members of the General Assembly so request.

If it deems it useful or appropriate, the Board of Directors may invite persons to participate in the meetings and in the functioning. They may be co-opted by the Board of Directors pending the next General Meeting of Members at which they will be nominated for the position of Director.

Co-opted directors have an advisory vote when taking part in the Board’s votes. As long as the decision to co-opt them is valid, they are still considered to be directors for the purposes of the association.

The Board of Directors may also call upon former directors in the context of the operation of the association or the meetings of the Board of Directors. Given the rotation system, this is appropriate for the continuity of the operation of the association. Former directors may participate in Board meetings by invitation but may not vote. Former directors who are willing to do so can apply to be part of an Advisory Board. The Advisory Board consists of a maximum of six members. If this number is exceeded, the Board of Directors will appoint the six members from among the former directors who wish to be part of the Advisory Board. The members of the Advisory Board will be informed of matters that the Board of Directors considers appropriate or may bring matters to the attention of the Board of Directors itself.

Both co-opted directors and former directors who are members of the Advisory Board must be members. Otherwise, they participate in another capacity at the special invitation of the Board.

§ 2.  The notice of meeting shall be sent to the directors at least two days before the meeting, either by post, fax or electronically, and shall include the agenda. The meeting shall be held on the date, at the time and place indicated in the notice. The agenda shall be adopted by the President or by two directors. The meeting may only deliberate on the items on the agenda, unless all directors are present and unanimously agree that the Board may nevertheless deliberate and vote on the item not on the agenda.

§ 3. Each director may be represented by another director, provided that a director may represent only one other director.

§ 4. The Board of Directors may only validly deliberate and decide if the majority of its members are present or represented. If the quorum is not reached, a second meeting may be convened by means of the notice referred to in §2, which shall indicate that decisions may be taken if at least three directors are present.

§ 5. Resolutions shall be passed by a simple majority of the votes cast by the directors present or represented. Abstentions are not taken into account in the calculation of the majority. In the event of a tie, the Chairman shall have the casting vote, except where the Board of Directors has only two members. In the absence of the Chairman, the Vice-Chairman or, in his absence, the oldest Director shall chair the meeting.

§ 6. When the number of Directors is reduced due to resignation or death, this shall not affect the validity of decisions, provided that the statutory minimum number of Directors is not affected. Decisions taken by fewer than six directors must be submitted for confirmation to the next General Meeting of Members.

§ 7. When the interests of the Association so require, decisions of the Board of Directors may be taken outside a meeting by unanimous decision of the directors. In this case, the President shall send a letter, fax or e-mail to the Directors indicating the following

– A statement that it is a proposed decision of the Board of Directors;

– For a decision to be valid, all directors must approve the proposal;

– That the proposed decision cannot be changed;

– That all members must return the signed decision proposal with the handwritten note “approved for decision by the Board of Directors”;

– An indication of the time limit within which the signed proposal for a decision must be returned to the registered office.

§ 8. The decisions of the Board of Directors shall be recorded in minutes signed by the President and the Secretary. The draft minutes shall be submitted to each director who may request their correction at the next Board meeting. After this meeting, the minutes are considered approved without modification, unless the Board decides otherwise. The minutes approved by the Board shall be recorded in an appropriate register. Copies or extracts shall be validly signed by the President or two Directors.

Article 20 – Power of attorney

§ 1. The Board of Directors is empowered to perform all acts and take all decisions which are necessary or useful for the realisation of the object and disinterested purpose of the ASBL, with the exception of decisions for which the General Assembly has exclusive competence.

The Board of Directors is competent for all acts, without exception, of administration and disposal, including legal action and disposal, even for free.

The Board of Directors is also authorised to draw up rules of procedure. The most recent version of the rules of procedure shall be in force.

The Board of Directors may draw up rules of procedure which shall be submitted to the General Assembly for approval. The approved rules shall be binding on the members as by-laws.

§ 2. Without prejudice to the obligations arising from collegial management, in particular consultation and supervision, the directors may divide the management tasks among themselves. Such division of tasks may not be invoked against third parties, even after it has been made public. Non-compliance with this division of tasks may, however, result in the internal liability of the director(s) concerned.

§ 3. The administrative body may delegate part of its decision-making power to one or more third parties who are not directors, without this delegation being able to relate to the general policy of the ASBL or to the general management power of the management body.

The Board of Directors may consult one or more of its members, by electronic means or by telephone, on matters of general policy, matters of principle and on any matter significantly affecting the external interests of the members.

Article 21 – External representation

§ 1. The Administrative Council shall represent the ASBL as a college in all judicial and extra-judicial acts through the action of the majority of its members.

Without prejudice to the general powers of representation of the administrative body as a college, the association is also represented in and out of court by two directors, including the President, acting jointly.

Only the President may take a public stand on behalf of the association. At his invitation, one or more directors may support this position. If time permits, the President may check in advance with one or more members of the Board of Directors a proposal for a public reaction. The President alone decides what will or will not be made public and/or submitted for publication on behalf of the Association.

§ 2. The Association may take legal action, represented by the President and the Secretary. They may also give a mandate on behalf of the ASBL to initiate legal proceedings and provisions.

§ 3. At the request of the President or as long as the President is prevented from exercising his or her functions, the Vice President shall exercise his or her powers.

§ 4. The administrative body or the directors representing the ASBL may appoint one or more proxies. Only special and limited powers of attorney for specific legal acts or a series of specific legal acts are authorised. The proxy shall bind the association within the limits of the power of attorney granted to him/her, the limits of which are enforceable against third parties as in the case of a mandate.

Article 22 – Conflict of interest

If a director has a direct or indirect financial or professional interest that conflicts with the interest of the ASBL, he/she must inform the other directors before the Board takes a decision. His declaration and explanation of the nature of this conflicting interest must be included in the minutes of the Board meeting at which the decision is to be taken. The Board cannot delegate this decision. If the majority of the directors have a conflict of interest, the decision or transaction is submitted to the general meeting. If the General Meeting approves the decision or transaction, the Board of Directors can execute it.

The conflicted Director shall withdraw from the meeting and refrain from participating in the deliberations and voting on the matter concerned.

Article 23 – Disclosure obligations

The appointment of members of the Board of Directors and persons authorised to represent the ASBL, as well as the cessation of their functions, shall be made public by filing them in the register of the association and by publishing an extract from the file in the Annexes to the Moniteur belge. In any event, these documents must indicate whether the persons representing the ASBL are acting individually, jointly or as a college and what their powers are.

Section 4.3. – Operational level

Article 24 – Daily management

The day-to-day management of the association internally, as well as the external representation in relation to this day-to-day management, may be entrusted by the Board of Directors to one or more directors, who may act individually, jointly or as a college. This person/these persons shall have the title of Managing Director for the day-to-day management. The Board of Directors is responsible for the supervision of this Managing Director.

According to article 9:10, second paragraph of the SHA, acts and decisions which do not exceed the daily needs of the association, as well as those which, for reasons of minor importance or urgency, do not justify the intervention of the Board of Directors, shall be considered as acts of day-to-day management.

If this possibility is used, the competence for the day-to-day management applies both to the internal decision-making power and to the external powers of representation of this day-to-day management.

The persons entrusted with the day-to-day management may not take decisions or perform legal acts relating to the representation of the ASBL within the framework of the day-to-day management without the authorisation of the Board of Directors for transactions in excess of EUR 1,000.00 and may not take decisions or perform legal acts relating to transactions in excess of EUR 10,000.00 without the authorisation of the General Meeting. These limitations of powers are not enforceable against third parties, even if they are made public. Failure to comply with them may result in the internal liability of the representatives concerned.

The appointment of the persons in charge of the day-to-day management and the end of their mandate are made public by their deposit in the registers of the association and by the publication of an extract from them in the Annexes of the Moniteur belge. In any event, these documents must indicate whether the persons representing the association in matters of day-to-day management commit the association individually, jointly or as a college, and the extent of their powers.

Section 4.4. – Liability

Article 25 – Liability of the administrator and the administrator delegated to the day-to-day management

The directors and, where applicable, the managing directors shall not be personally liable for the obligations of the association.

Their liability towards the association and third parties is limited to the fulfilment of the mission entrusted to them in accordance with common law, the provisions of the law and the articles of association.

The directors are only responsible for decisions, acts or behaviour which are clearly outside the scope of the decisions, acts or behaviour in which normally prudent and attentive directors, placed in the same circumstances, could reasonably be expected to act. Directors are only liable for acts that are personally attributable to them as directors, committed in the course of their (day-to-day) management. This liability is joint and several, unless the directors did not take part in the error and reported the alleged error to all other members of the management body. This notification, together with the discussion to which it gives rise, shall be included in the report.

Title 5 – Financing and accounting

Article 26 – Financing

The ASBL shall be financed, inter alia, by subsidies, grants, donations, gifts, legacies, granted both to support the general objectives of the ASBL and to support a specific project.

In addition, the ASBL may acquire funds in any other way which is not contrary to the law.

Article 27 – Accounting

§ 1. The financial year shall begin on 1 January and end on 31 December.

The accounts shall be kept in accordance with the provisions of Article 3:47 of the SHA and the Royal Decree of 29 April 2019, as well as any other applicable sectoral regulations.

§ 2. The Board of Directors is required to keep accounts of the financial situation of the association so that its rights and obligations can be known at any time. The Board of Directors may engage an external accountant or a chartered accountant for this purpose.

§ 3. At the Annual General Meeting, which must be held within six calendar months of the end of the calendar year, unless this period is extended by the General Meeting, the Administrative Council shall draw up its annual report and, on presentation of a balance sheet and a profit and loss account, shall give an account of its management during the previous financial year. Failing this, any member may request accounts from the Board of Directors.

§ 4. The audit of the books and annual accounts of the Association may be carried out by at least one expert appointed for this purpose by the General Assembly. If necessary, this expert shall be appointed by the General Assembly for a period of three financial years. Unless dismissed in advance at the time fixed by the General Assembly, his mission shall end immediately after the Annual Assembly of the year which adopts the annual accounts of the last financial year. The remuneration of the expert is determined by the general meeting. This remuneration consists of a fixed amount, determined at the beginning and for the duration of the mission. It may be modified provisionally with the agreement of the Board of Directors until it is ratified by the general meeting.

§ 5. The administrative body shall submit the annual accounts for the previous financial year to the general meeting for approval. Thereafter, the directors and, where applicable, the auditors are discharged by a separate vote.

§ 6. The annual accounts of the ASBL shall be filed in accordance with the provisions of article 3:47, §7 of the SHA and the Royal Decree of 29 April 2019.

Title 6 – Dissolution and winding up.

Article 28 – Decision to dissolve

§ 1. The General Assembly shall be convened to discuss proposals for dissolution submitted by the administrative body or by at least one fifth of all members. The convocation and the agenda shall be in accordance with the provisions of Article 15 § 2.

§ 2. A quorum of two-thirds of the members present or represented shall be required for a decision on dissolution. The decision shall be considered accepted if it is approved by four fifths of the votes cast by the members present or represented.

Abstentions and invalid votes are not counted in the numerator or denominator and are therefore not counted as votes against.

§ 3. The resolution to dissolve the association must determine who the liquidators are and the method of liquidation and distribution of the surplus. The credit balance of the association must in any case be used for a purpose that corresponds as closely as possible to the object for which the association was founded.

Article 29 – Winding up

§ 1. During the winding up, the provisions of these Articles of Association shall remain in force as far as possible. In documents and announcements issued by the association, the name shall be supplemented by the words “ASBL in liquidation”, in accordance with Article 2:115, §1 of the SHA.

§ 2 In the event of dissolution and winding up, the assets of the association shall be transferred to an organisation with a similar purpose to that of the association, to be designated by the general meeting. This transfer shall take into account the purpose of the association and the principles referred to in Article 6 and shall also impose this condition on the beneficiary.

In no case may the assets be allocated to members or former members. They must remain assigned to a purpose similar to that of the dissolved association.

The administrative body shall then be responsible for the execution of this decision.

Article 30 – Publication

All decisions relating to the dissolution, the conditions of winding up, the appointment and termination of the mandate of the liquidators, the closure of the liquidation and the allocation of the assets shall be deposited at the registry and published in the Annexes to the Moniteur belge in accordance with the provisions of Articles 2:7, 2:13 and 2:136 of the SHA and the related implementing decrees.

Title 7 – Final disposition

Article 31 – Final provision

For all matters not regulated by these Articles of Association, the CSA shall apply.