The General Meeting is composed of all Working Members and is chaired by the President of the Board of Directors or the Vice-President, or the oldest director present. There is a maximum of twenty-one (21) members including the President and other Board members.
The General Meeting is the Association’s body as identified in article 9:12 of the Belgian Code on Companies and Associations.
In the General Meeting, a Working Member can be represented by another Working Member via a power of attorney in writing, who may hold two powers of attorney.
Each Working Member has one (1) vote in the General Meeting.
The following powers exclusively belong to the General Meeting:
- the modification of the articles of association,
- the appointment and dismissal of the directors,
- the appointment and dismissal of the auditor and the determination of his remuneration,
- granting discharge to the directors and the auditor,
- as the case may be, the filing of liability claims against directors or auditors,
- the approval of the annual accounts and the budgets,
- the exclusion of a member,
- the voluntarily dissolution of the Association and
- all other powers which are vested in the General Meeting by law.
The annual General Meeting is convened every year no later than six (6) months after the accounting year-end to discuss and approve the accounts of the past year, the annual report of activities and to approve the budget and the plan of activities for the next year.
Other General Meetings can be convened by decision of the Board of Directors, each time this is deemed necessary or at the request of at least one fifth of the members of the General Meeting.
The General Meeting can only validly hold meetings if at least half of the Working Members are present or validly represented.
The convening notices are sent in writing, signed by the President or two (2) directors acting jointly or by one fifth of the members, to every Working Member at least three (3) weeks prior to the meeting. The convening notices mention the date, place, hour and agenda of the General Meeting. Every proposal that is signed by one twentieth (1/20th) of the Working Members must be placed on the agenda.
The General Meeting can validly hold meetings through telephone or video conference, provided all participants to such conference can exchange opinions in real time with all other participants.
Decisions of the General Meeting are made by a simple majority of the votes present or validly represented, except for the cases foreseen by law or by the articles of association.
Amendments to the articles of association can only be made by a General Meeting in case this is explicitly mentioned in the convening notice and if at least two-thirds (2/3rd) of the Working Members are present or validly represented.
If during the first meeting the aforementioned quorum is not reached, a second meeting can be convened that can validly meet, resolve and adopt amendments regardless of the number of Working Members present or represented. The second meeting cannot be held within a period of fifteen (15) days after the first meeting.
Amendments to the articles of association must be approved by at least two-thirds (2/3rd) of the votes cast, whereby abstentions are not included in the numerator nor in the denominator.
Amendments to the object of the Association can only be validly adopted by the General Meeting if such decision has been approved by four-fifth (4/5th) of the votes cast, whereby abstentions are not included in the numerator nor in the denominator.
The minutes of the resolutions by the General Meeting can be signed by the Working Members who request this. A copy of the minutes is sent to the Working Members either by ordinary mail or by e-mail.
The General Assembly is composed of all Ordinary Members and Working Members and is chaired by the President of the Board of Directors or the Vice-President or oldest director present.
An Ordinary Member or Working Member can be represented at the General Assembly by means of a written power of attorney by another Ordinary Member or Working Member, who may not hold more than two powers of attorney.
Each Ordinary Member or Working Member has one (1) vote in the General Assembly, when this Assembly is to nominate Working Members or directors.
The General Assembly shall convene at a date set by the Board of Directors, generally at the occasion of an international conference organized by the Association. Members of the General Assembly shall receive notice to attend containing the agenda for the assembly no later than three (3) weeks before the meeting of the General Assembly.
The General Assembly nominates by secret ballot the President of the Association.
Nominations for the election of the President, signed by two (2) Ordinary Members or Working Members, must be received by the Secretary at least three (3) weeks before the date of the General Assembly. The outgoing President shall ensure that at least one (1) nomination is in the Secretary’s hands by that date.
If only one (1) candidate is proposed to the General Assembly, his/her nomination must be approved by at least the majority of votes cast at the General Assembly.
If more than one persons are proposed to the General Assembly, each Ordinary Member or Working Member participating in the General Assembly shall indicate from a list of these candidates its choice for nomination. The candidate having received the highest number of votes shall be nominated as President for the purpose of article 9, second paragraph.
The President is agreed automatically as Working Member.
The nomination of the other Working Members shall be determined by secret ballot at the General Assembly. Each Ordinary Member or Working Member participating in the General Assembly shall cast its vote for the nomination of maximum twenty (20) Working Members on a list provided by the Board of Directors based on candidacies received. Those who receive the highest numbers of votes shall be nominated for the purpose of appointment by the Board of Directors as determined by article 6, provided that the General Meeting shall include no more than two Working Members (including, for the avoidance of doubt, the President) of the same nationality, whereby nationality shall not be defined in terms of the personal nationality of such candidate, but in terms of the nationality of the higher education institution such person is affiliated to. Candidates for a mandate as Working Member shall submit their candidature to the Secretary at least the day before the meeting of the General Assembly.