ACTUAL ASSOCIATION

BCE 0849.845.506

Avenue du Port, 86 c

1000  Brussels

info@batl-taxlaw.be

ACTIVITIES

Activities are only open for members and membres of fellow associations.

BOARD

The board is actually composed by the same directors as the non-profit organisation BATL.

BYLAWS

BATL – Belgian Association Of Tax Lawyers

Chapter 1: Name, legal form, seat, duration, accounting and purpose

Name – Article 1.

The name of the association shall be: Belgian Association of Tax Lawyers, abbreviated to BATL.

The association has no legal personality. On the proposal of the Board of Directors, the General Assembly may decide to acquire legal personality.

Seat – Article 2.

The association is established in Brussels at the address determined by the Board of Directors.

Duration – Financial year – Article 3.

The duration of the association is indefinite.
The financial year corresponds to the calendar year.

Purpose – Article 4.

The purpose of the association is to bring together lawyers specialising in tax law in order to promote the practice of high quality tax law in its broadest sense, including related areas of law such as tax collection and criminal tax law.

This means, among other things

Providing a permanent platform for consultation, study and exchange of information on all matters relating to tax law and the practice of the tax law profession;
To look after the general professional interests of tax lawyers and their relations with clients;
To organise activities which contribute to the development of tax law and which contribute to the promotion, preservation and maintenance of professional relations with other actors active in the field of tax law, in particular the tax authorities in the broadest sense;
To establish and maintain relations with foreign organisations of tax lawyers.

In addition, the association may perform all acts that contribute to the achievement of its general objective.

 

Chapter II – Members

Membership and admission – Article 5.

Membership of the association is on a personal basis.

The Board of Directors shall keep a register in which the names and addresses of all members shall be entered. Members must inform the Board of Directors of any changes in their name, address and occupation.

Membership of the Association shall be open only to those who, to the satisfaction of the Board of Directors, can demonstrate to the satisfaction of the Board of Directors that they have, at the time of the application referred to in paragraph 5, verifiable expertise relating to knowledge and experience in the field of tax law as described in Article 4.

Members must also be lawyers for a period of at least three years. In special circumstances, however, the Board of Directors may waive this requirement.

In order to become a member of the Association, the applicant must submit a written application to the Board of Directors. In order to process the application, the Board may request additional information from the applicant.

Law firms may become members. However, they will not have voting rights. The permanent representative of this member must also meet the conditions set out in paragraphs 3 and 4.

The decision of the Board of Directors shall be communicated to the applicants in writing. In the event of a negative decision, the reasons for the refusal shall be communicated to the applicant.

Termination of membership – Article 6.

Membership shall be terminated by :

Termination in writing by the member, sent to the office address of the Association, in which case membership shall end on the date of receipt of the letter;
Death of the member;
The fact that the member no longer meets the statutory requirements for membership;
Non-payment of the annual contribution referred to in Article 12, after having been given formal notice.

Without prejudice to the causes for termination of membership indicated above, the Board of Directors may exclude a member for acts or omissions contrary to the Statutes, regulations or decisions, or when the member causes unreasonable prejudice to the association. In such cases, the member concerned shall be informed by registered letter of the reasons for the termination of his/her membership.

 

Chapter III – Management and representation

Composition of the Board of Directors – Article 7.

The association is managed by a Board of Directors, composed of an even number of directors. The number of directors is preferably limited to six. The directors must also be members of the association. If only three persons are members of the association, the Board of Directors will consist of only two persons. The number of directors must in any case be less than the number of persons who are members of the association. When composing the Board of Directors, care shall be taken to ensure that the Board is composed in a sufficiently representative and balanced manner.

The determination of the number of directors and their appointment is made by the General Assembly by a simple majority of votes. The directors are appointed for a renewable term of four years. However, the term of office ends immediately after the ordinary general meeting of the year in which the term of office expires.

Every two years, the mandate of half of the directors expires. The general meeting appoints the directors in such a way that the composition of the Board of Directors is renewed every two years and to the same extent as mentioned above, which can also be done by reappointment. In order to meet the requirement for reappointment, the directors who have served the longest on the Board of Directors must, if necessary, resign or apply for reappointment.

Notwithstanding the possibility of resignation, directors may be removed from office at any time by the general meeting. A director who resigns or whose mandate is revoked during his or her term of office shall remain bound by the acts performed during his or her management until discharged by the General Meeting.

Three consecutive absences from the Board of Directors without being accepted by the President as an excuse shall be equivalent to a resignation.

In the event of a vacancy, a director may be appointed provisionally by the Board of Directors until a decision is taken on the appointment.

Board of Directors until the decision of the next General Assembly.

The director’s mandate shall be free of charge, unless otherwise decided by the General Assembly.

In the performance of their duties, directors shall not enter into any personal commitments and shall only be liable for serious personal misconduct committed during the exercise of their mandate.

Meeting of the Board of Directors – Article 8.

The Board of Directors shall choose from among its members a President, possibly one or more Vice-Presidents, a Secretary and a Treasurer or any other function that the Board of Directors deems appropriate. These functions may be combined with the function of director.

The Board of Directors shall meet whenever the interests of the association so require, and shall be convened by the President or by two directors. The Board of Directors must be convened if one third of the members of the General Assembly so request.

The convocation is sent at least two days before the meeting to the directors, either by post, fax or e-mail, and is included in the agenda. The meeting shall be held on the days, at the times and places indicated in the letter of convocation. The agenda shall be set by the President or by two directors.

The meeting can only deliberate on the items that have been included in the agenda, unless all directors are present and they decide by unanimous consent that the subject not included in the agenda can nevertheless be dealt with and voted on by the Board of Directors.

Each director may be represented by another director, provided that a director may represent no more than one other director.

The Board of Directors may only validly deliberate and decide when the majority of its members are present or represented. If the quorum is not reached, a second meeting may be held, at least 24 hours later, by means of the notice referred to in paragraph 3, which states that decisions may be taken if three directors are present.

Decisions shall be taken by a simple majority of the votes of the directors present and represented. For the calculation of the majority, abstentions shall not be taken into account. In the event of a tie, the Chairman’s vote shall be decisive, except when the Board of Directors is composed of only two members. In the absence of the Chairman, the oldest director shall act as Chairman.

If the number of directors is no longer respected due to the resignation or death of a director, the validity of the decisions will not be affected, as long as the statutory minimum number of directors is maintained. If the number of directors falls below the statutory minimum, the Board of Directors may only deal with current business and must convene a General Assembly for a new appointment.

When the interests of the association so require, decisions of the Board of Directors may be taken outside a meeting, with the unanimous agreement of the directors. The President shall send, if necessary, a written document, a fax or an e-mail to the directors, in which the following information is included

The mention that it is a proposal for a decision by the Board of Directors;
That, for a decision to be validly taken, all directors must approve the proposal;
That the proposed decision cannot be amended;
That all members must sign the proposed decision and return it, with the handwritten words “approved as a decision of the Board of Directors”;
That all members must sign the proposal for a decision and return it, with the handwritten words “approved as a decision of the Board of Directors”; and

The decisions of the Board of Directors are recorded in minutes, which are signed by the President and the Secretary. The draft minutes are sent to each director. They may request a revision of the draft at the next meeting. After this meeting, the minutes are deemed to be approved without modification, unless the Board decides otherwise. Minutes which are approved by the Board shall be recorded in a register provided for this purpose. The writings or extracts are validly signed by the President or by two directors.

Competence of the Board of Directors – Article 9

The Board of Directors shall manage the association and represent it in judicial and extra-judicial acts. The Board is competent to perform all acts not expressly reserved to the General Assembly.

The Board of Directors may establish a code of conduct for the directors and/or the Board of Directors itself.

The Board of Directors may consult one or more members electronically or by telephone on matters of general management, matters of principle and matters that affect, to a considerable extent, the external interests of the members.

Ancillary tasks – day-to-day management – Article 10.

The Board of Directors may, under its responsibility and by mutual agreement, allocate its powers and duties or delegate them to one or more of its members.

The Board of Directors may also appoint a managing director and/or one or more directors, who alone or jointly, are responsible for the day-to-day management of the association.

The delegation of competence may not be longer than the remaining term of office. Furthermore, the mandate or delegation of competence may be withdrawn at any time with immediate effect by the Board of Directors.

Competence of representation – Article 11.

Without prejudice to the general power of representation of the Board of Directors in college, the association may be validly represented in judicial and extra-judicial acts by the Chairman of the Board of Directors, acting jointly with a director or by two directors.

Within the limits of the day-to-day management, the association is also represented by two directors or by the managing director alone or by a director in charge of the day-to-day management. They do not have to provide proof of prior authorisation by the Board of Directors to third parties.

The Board of Directors may, however, grant a special power of attorney to a proxy.

 

Chapter IV – Annual contributions

Annual subscriptions – Article 12.

Members shall be required to pay an annual subscription, which shall be fixed annually by the General Assembly.

The liability of the members is in all cases limited to the amount of this subscription. In no case may members claim reimbursement of (part of) the membership fee. Nor shall members have any right to a share in the assets of the association.

 

Chapter V – General Assembly

General Assembly – Article 13.

A General Assembly of members shall be convened on the initiative of the Board of Directors or – if the Board of Directors abstains – on the initiative of at least 10 members. If the association has less than 10 members, the general meeting must be convened when all members who are not directors request it.

The members must be convened at least thirty (30) days before the date of the General Assembly. This notice may be given by e-mail.

The General Assembly shall have the following limited powers

The decision to acquire the legal personality referred to in Article 1;
The appointment and dismissal of the directors referred to in Article 7;
The determination of the annual contribution referred to in Article 12;
The request for the presentation of the accounts and the granting of discharge to the directors concerning the management carried out and planned by the latter, as referred to in Article 16;
The amendment of the Articles of Association referred to in Article 17;
The decision to dissolve as referred to in Article 18;
The approval of the internal rules of procedure as referred to in Article 19.

Voting rights / Decision-making – Article 14.

Each member of the association has one vote.

Decisions shall, as far as possible, be taken by consensus, or by verbal vote. If one tenth of the members present so request, the matter to be dealt with shall be put to a vote in writing. The vote shall in any case be in writing when it concerns persons and if one or more members so request.

Insofar as the matter has been put to the vote, the proposal can only be approved by an absolute majority of the votes validly cast.

A member may be represented at the meeting by a co-member, duly mandated by him/her, in writing.

Chairmanship / Minutes – Article 15.

The ordinary or extraordinary General Assembly shall be chaired by the President or his substitute or, failing that, by the longest serving member of the Board. If no director is present, the meeting shall provide for the chairmanship itself.

The President of the General Assembly shall supervise the drafting of the minutes.

 

Chapter VI – Annual report, rendering of accounts

Annual report, rendering of accounts – Article 16.

The Board of Directors is required to keep records of the association’s assets and liabilities so that the rights and obligations of the association can be ascertained at any time. The Board of Directors may call upon an external accountant or a chartered accountant for this purpose.

The Board of Directors shall submit its annual report to the Ordinary General Meeting within six months of the end of the financial year, unless this period is extended by the General Meeting of Members. Upon presentation of the balance sheet and a profit and loss account, the Board of Directors shall give an account of the management carried out during the past year. Failing this, each member may claim the rendering of the management accounts.

The auditing of the association’s accounts and profit and loss account may be carried out by at least one expert appointed for this purpose by the General Assembly. This expert may, if necessary, be appointed by the General Assembly for a period of three financial years. Except in the case of early dismissal at a time determined by the general meeting, his mission shall end immediately after the ordinary annual meeting of the year which approves the annual accounts for the last financial year. The emolument of this expert shall be determined by the general meeting. This fee consists of a fixed amount, which is determined at the beginning of the assignment and for the duration of the assignment. It may be provisionally modified with the consent of the Board of Directors until it is approved by the General Meeting.

 

Chapter VII – Amendment of the Statutes

Amendment of the Articles of Association – Article 17.

No changes may be made to the Association’s statutes except by a decision of the General Assembly. The General Assembly shall be convened with a notice that an amendment to the statutes will be proposed. The proposed amendment must be stated verbatim in the notice of meeting.

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

If the quorum is not reached, a new meeting of members shall be held within thirty (30) days of the first meeting. The decision may be taken, irrespective of the number of members present or represented, by a majority of at least three quarters of the votes cast validly and in writing.

The Administration shall keep an updated and coordinated version of the Statutes, of which members may receive a copy on request.

 

Chapter VIII – Dissolution

Dissolution – Article 18.

The procedure provided for in Article 17 (on the amendment of the Articles of Association) shall apply in respect of a decision to dissolve the Association.

The decision to dissolve shall determine the liquidators, the liquidation procedure and the allocation of the credit balance. The credit balance of the association shall in any case be allocated in a manner corresponding as far as possible to the purpose of the association.

During the liquidation, the provisions of these articles of association shall remain in force as far as possible; in the acts and announcements issued by the association, the words “in liquidation” shall be added to the name of the association.

 

Chapter IX – Internal regulations

Internal regulations – Article 19.

The Board of Directors shall propose internal regulations. These shall be submitted to the General Assembly for approval. The approved internal rules shall be binding on the members in the same way as the Statutes.

 

Chapter X – Constitutional and transitional provisions

Constitutional and transitional provisions – Article 20.

After deliberation in the Braffort Room at the Brussels Courthouse on 4 May 2012, the constitution of the association has been established and the present statutes have been approved in accordance with the decision of the founding members named in the annex. They are deemed to meet the conditions for authorisation set out in Article 5.3.

 

By derogation to article 7, paragraph 2, the founding members listed below are appointed as directors until the first meeting of the members:

Thierry Afschrift

Mark Delanote

Lieven Denys

Leen De Vriese

Pascal Faes

Werner Heyvaert

Michel Maus

Jo Roseleth

Johan Speecke

Mark Delanote was appointed as chairman of the provisional administration. Thierry Afschrift was appointed as vice-chairman of the provisional administration.

In derogation of article 12, the annual fee for the first accounting year is entrusted by the founding members to the provisional administration.

End of the statutes.