Re-Imagine Europa Statute

                          RE-IMAGINE EUROPA AISBL

 

ARTICLES OF ASSOCIATION

 

  1. NAME, REGISTERED OFFICE, PURPOSE

Article 1 . Name

An Association has been established pursuant to the Belgian law of 27 June 1921, as amended to date by the laws of 6 December 1954, 30 June 2000, 2 May 2002, among others, for a not-for-profit purpose under the name of “Re-Imagine Europa”, abbreviated as “RIE” (hereafter the “Association”). The full or abbreviated names of the Association may be used separately and the Association shall be commonly referred to as the “RE-IMAGINE EUROPA”. English shall be the working language of the Association.

 

Article 2 Registered Office

The Association’s registered office shall be located in Belgium. The Association’s registered office is presently located at Avenue Louise 457, 1050 Brussels Belgium in the Brussels Capital Region and in the Brussels judicial district. The Steering Committee of the Association (the “Steering Committee”) may transfer the Association’s registered office to anywhere in Belgium. The Steering Committee may set up administrative offices both in Belgium and abroad.

 

Article 3 Objectives and Values

3.1. The goals and objectives of the Association are exclusively devoid of any for-profit motives. The Association’s primary purposes are to:

  1. Develop and promote the first European incubator for political ideas that uses innovative internet communication technologies (ICTs) to better deal with the most pressing issues of our time;
  2. Empower citizens and stakeholders across Europe to raise their concerns ideas and foster a vibrant public discourse on how Europe can be a key driver in addressing the big economic and societal challenges of today;
  3. Focus on strengthening Europe, as a key player in being able to address the challenges created by globalisation, digitalisation, technological changes and increased mobility;
  4. Redefine how long-term policy and vision is developed through the use of new technologies to foster a dynamic public discourse, collective intelligence and realistic solutions for the benefit of a stronger, fairer and more competitive Europe;
  5. Promote leadership in important European values like equality, solidarity, and human dignity.

The Association’s activities shall include, but not be limited to, events, online campaigns, development of media content, data mining and research, programmes and projects aimed at strengthening and supporting a more competitive, fair economically powerful Europe.

3.2 The Association will distinguish itself through the support of certain key values and ideals, including:

  1. A clear focus on strengthening the fabric of the European economy and society: as the world changes so our institutions need to develop and adapt. Re-Imagine Europa wants to focus on these issues in order to ensure that Europe maintains a leading role in the global reality of the 21st century and can promote and protect the values and way of life of European citizens;
  2. Adopting a long-term perspective: borrowing from the Chinese method of thinking far ahead in the future, Re-Imagine Europa will take a long-term perspective and starting from determining the broad direction of where Europe should be in 10-20 years time and then looking at what concrete measures and structures need to be put in place to achieve that;
  3. A collaborative approach: based on the experience of President V. Giscard d’Estaing and Chancellor H. Schmidt of the importance of friendship and collaboration when building a new vision, the organisation adopts the same collaborative and pragmatic approach to its working;
  4. Inclusiveness: diversity and inclusiveness should be key priorities in all activities of the Association;
  5. Evidence-based: the Association will not frame its activities from an ideological perspective but by looking at the facts and evidence to assess successes and failures.
  6. An inter-disciplinary approach: bringing multiple perspectives on challenges and invaluable experience from different fields on concrete solutions.

3.3. In furtherance of its goals and objectives, the Association shall foster co-operation at European, international and national levels, and shall co-operate in programmes and projects of similarly oriented affiliates and partner organisations. The Association shall not conduct industrial or commercial operations and shall not seek to obtain a material gain for its members.

The social objective of the association also combines a rational administration and the conservation of the wealth and property of the association, in accordance with the achievement of the objectives as a whole.

 

Article 4 Duration

The association is established for an indeterminate duration.

Article 5 Languages

The working language of the association will be English

 

  1. MEMBERS

Article 6 Number; Criteria; Categories

6.1. The Association’s membership shall consist of at least three (3) physical persons and/or legal entities, which shall be established in accordance with the laws and customs of their country of origin.

6.2. Each Member of the Association that is a legal entity shall designate one person as its representative and may designate an alternate representative, who will act in the representative’s absence, to act on its behalf in connection with the Association’s matters, including but not limited to participating and voting at meetings of the General Assembly, and if applicable, of the Steering Committee. Each Member of the Association that is a legal entity shall be entitled to replace said representative or alternate in accordance with the Internal Rules of the Association.

6.3. Membership shall be open to any physical person or legal entity, Belgian or foreign, that fulfills the following conditions:

  1. Meets the conditions of one of the categories of membership, as defined in Articles 6.4 to 6.6 of these Articles of Association;
  2. Supports the goals and objectives of the Association, and
  3. Promises to adhere to these Articles of Association and the decisions of the Steering Committee.

 

6.4. There shall be two (2) categories of membership that are eligible for voting rights: Founding Members and Full Members (hereafter collectively referred to as the “Voting Members”).

 

6.5. Founding Members shall be defined as any physical person or legal entity that has signed the Association’s founding Articles of Association.

6.6. Full Members shall be defined as any physical person or legal entity that:

  1. embraces the vision of strengthening and supporting a more competitive, fair and economically powerful Europe, and
  2. is prepared to work in her, his, or its professional and personal capacity to realizing this vision.

 

6.7. The Steering Committee may at any time decide to create additional categories of non-voting membership of the Association in accordance with the Internal Rules of the Association by a simple majority vote. The Steering Committee may decide to allow physical persons and legal entities to be eligible for admission as non-voting members. In the event such categories are created, the Steering Committee shall specify in the minutes of the meeting the privileges and duties of such membership and the admission criteria.

6.8. If established pursuant to Article 6.7. of these Articles of Association, the Association’s non-voting membership shall be open to any physical person or legal entity that fulfills the following conditions:

  1. meets the admission criteria established by the Steering Committee,
  2. supports the goals and objectives of the Association,
  3. wishes to help the Association pursue its goals and objectives, and
  4. promises to adhere to these Articles of Association and the decisions of the Steering Committee.

 

6.9 Any category of non-voting Membership established pursuant to Article 6.7 of these Articles of Association shall not expect to participate actively in the decision-making process of the Association.

Article 7 Admission of New Members; Dues; Termination

7.1. The admission of new Members shall be approved by the Steering Committee by simple majority in accordance with the Internal Rules of the Association. Members shall be admitted for a term of two (2) years, which may be renewed with the approval of the Steering Committee (simple majority) in accordance with the Internal Rules of the Association.

7.2. Founding Members term is unlimited and can only be terminated:

  1. upon a Founding Members resignation, or
  2. after a decision taken by the Steering Committee by a qualified majority on the basis of a Founding Member’s conduct that is deemed by the Steering Committee, in its sole discretion, to be capable of causing prejudice to the Association’s reputation and good standing. The Member in question shall have the opportunity to present her, his or its defense before the Steering Committee takes its vote on the termination of her, his or its membership.

 

7.3. The Steering Committee may require Members to pay annual membership fees. If the Steering Committee decides to establish membership fees, the Steering Committee shall determine the amount in accordance with the Internal Rules of the Association. The Steering Committee may decide to waive part or all of a Member’s annual membership fees. Members must pay any amounts owing to the Association, including membership dues, in order to be eligible to vote at meetings of the General Assembly.

7.4. Any Member who fails to pay the annual membership fees after she, he, or it receives due notice from the Association shall be deemed to have resigned as a member pursuant to Article 7.5. of these Articles of Association.

 

7.5. Full Membership shall be terminated:

  1. upon a Member’s resignation;
  2. upon expiration of a Full Member’s two (2) year term of membership, unless renewed;
  3. after a decision taken by the Steering Committee by a qualified majority vote on the basis of a Member’s conduct that is deemed by the Steering Committee, in its sole discretion, to be capable of causing prejudice to the Association’s reputation and good standing. The Member in question shall have the opportunity to present her, his or its defense before the Steering Committee takes its vote on the termination of her, his or its membership;

 

7.6. Any Member who ceases to belong to the Association shall forfeit all rights enjoyed by the Members.

 

III. GENERAL ASSEMBLY

 

Article 8 Composition; Powers

 

8.1. The General Assembly shall be composed of all Members.

 

8.2. Only Voting Members may vote at meetings of the General Assembly. Each Voting Member shall have one vote. Non-voting members shall not have the right to vote in any meetings of the General Assembly.

 

8.3. The General Assembly shall have the broadest powers enabling the Association to achieve its objectives. In particular, the General Assembly shall have exclusive authority to:

  1. amend these Articles of Association (qualified majority);
  2. approve the budget and accounts (simple majority);
  3. appoint and remove members of the Steering Committee (simple majority); and
  4. dissolve and liquidate the Association (qualified majority).

 

Article 9 Meetings and Notices

 

9.1. The General Assembly shall meet at least once a year, either at the Association’s registered office, or at any other place indicated in the notice of the meeting signed by the President, or in his or her name, and sent at least three (3) weeks prior to the date set for the meeting.

 

9.2. An extraordinary meeting of the General Assembly may also be convened:

  1. by the President of the Association whenever the interests of the Association so require,
  2. following a resolution of the Steering Committee, or
  3. upon written request of one-third (1/3) of the Voting Members.

 

9.3. Voting Members who do not attend an ordinary or extraordinary meeting in person may participate or vote by proxy. A proxy, who must also be a Voting Member of the Association in the same category as the proxy-giver, may not represent more than three (3) other Voting Members in the same category. All proxy instruments shall be presented to the President before the opening of the meeting.

9.4. All meetings of the General Assembly shall be presided over by the President, or in his or her absence, by a person chosen by the voting members of the Steering Committee present at such meeting.

 

Article 10 Quorum; Required Majority

10.1. The General Assembly may only validly deliberate if one-third (1/3) of the Voting Members are present or represented.

10.2. Except as otherwise provided in these Articles of Association, all resolutions shall be adopted by a simple majority of the total votes cast by the General Assembly. In case of a tie vote, the person presiding over the meeting shall have the deciding vote. All resolutions shall be made known to all Members.

10.3. Unless otherwise unanimously agreed upon by the General Assembly, the General Assembly may only take action on matters mentioned in the agenda for such meeting.

 

Article 11 Records

Resolutions adopted by the General Assembly shall be recorded by the Chief Executive in a register signed by the President and kept by the Chief Executive at the disposal of the Members. In the absence of the Chief Executive, the President of the meeting shall appoint someone else to serve as the secretary of the meeting.

 

  1. STEERING COMMITTEE

 

Article 12 Number; Authority

 

10.1. The Association shall be governed by a Steering Committee consisting of at least three (3) members and a maximum of ten (10) members. No fewer than two (2) of the seats on the Steering Committee shall be reserved for Founding Members, provided that there are at least two (2) physical persons that belong to such category of membership, as defined in Article 4.5 of these Articles of Association, and that these two (2) physical persons wish to serve on the Steering Committee. The size of the Steering Committee shall be determined by the General Assembly. The General Assembly may not decrease the size of the Steering Committee by removing a member of the Steering Committee, unless it follows the rules set out in Article 12.8 of these Articles of Association.

 

12.2. Except as otherwise provided in Article 12.3 of these Articles of Association, members of the Steering Committee shall be elected by the General Assembly, in accordance with the criteria and procedure set forth in the Internal Rules of the Association, for a period of two (2) years, which, may be renewed.

12.3. Except as otherwise provided, each Founding Member shall have the right, should she, he or it wish to exercise this right, to serve on the Steering Committee, provided that there is a seat available to such Founding Member in accordance with Article 12.1 of these Articles of Association.

12.4. Outgoing members of the Steering Committee shall remain in office as long as the General Assembly has not filled the vacancy.

12.5. If the seat of a member of the Steering Committee, which is not reserved for a Founding Member, becomes vacant before the expiration of its term, the remaining members of the Steering Committee may temporarily fill such vacancy until a new member of the Steering Committee is appointed by the General Assembly. The appointment of a new member of the Steering Committee shall be put on the agenda of the next meeting of the General Assembly.

12.6. Any member of the Steering Committee so appointed by the General Assembly shall hold office for the unexpired term of the member that he or she replaces.

12.7. Elected members of the Steering Committee may be dismissed by a qualified majority vote of the General Assembly present or represented at a meeting in which such a decision is taken.

12.8. The Steering Committee may, by simple majority vote, appoint one or several persons, who need not be Members of the Association, to serve as non-voting honorary members of the Steering Committee for a specified period of time. Honorary members of the Steering Committee shall not be counted when determining the minimum and maximum number of Steering Committee members authorised pursuant to Article 12.1. The Steering Committee shall specify the privileges and duties of the honorary members upon their appointment, but under no circumstances shall the Steering Committee delegate to said honorary members any of the powers under the Steering Committee’s complete control and discretion.

12.9. Members of the Steering Committee shall not receive any compensation for their services rendered in their capacity as members of the Steering Committee. Notwithstanding, members of the Steering Committee may be reimbursed for expenses incurred in connection with the performance of their functions as members of the Steering Committee and may receive reasonable compensation for services rendered in another capacity to the Association, provided that conditions for such compensation are determined in accordance with Article 15 of these Articles of Association.

 

Article 13 Officers

 

13.1. The Steering Committee shall elect a Chief Executive, a Chief Creative Officer and a Treasurer of the Association from among its members to serve for a period, unless otherwise expressly provided at the time of such election, of three (3) years.

13.2. The Steering Committee may create other positions, as it deems necessary and appropriate, and fill such positions from among its members for a period, unless otherwise expressly provided at the time of such election, of three (3) years.

Article 14 Meetings; Quorum; Required Majority

14.1. The Steering Committee shall meet at least four times a year and shall be convened by notice by the Chief Executive. An extraordinary meeting of the Steering Committee may also be convened whenever the interests of the Association so require or upon written request of one-third (1/3) of the members of the Steering Committee. In case of urgency, extraordinary meetings of the Steering Committee need not be in person and may be held in a manner stated in the notice of the meeting, including by telephone, video conference, postal mail, electronic mail or facsimile, provided that at least one (1) week’s notice is provided to all members of the Steering Committee, together with an agenda and sufficient information to make a decision on the points listed on the agenda. If an extraordinary meeting is to be held through written communication without an opportunity for oral debates, the notice of the meeting shall contain the reasons for holding the meeting in such manner.

14.2. The Steering Committee may validly deliberate only if at least one-half (1/2) of its members are present or represented. A Steering Committee member who does not attend an ordinary or extraordinary meeting in person may participate or vote by proxy. A proxy, who must also be a member of the Steering Committee, may not represent more than two (2) other Steering Committee members. All proxy instruments shall be presented to the Chief Executive before the opening of the meeting. However, no Steering Committee member may vote by proxy for more than two (2) consecutive meetings without the prior approval of the Steering Committee.

14.3. All meetings of the Steering Committee shall be presided over by the Chief Executive, or in his or her absence, by a person chosen by the Steering Committee members present. The Treasurer shall act as secretary of each meeting of the Steering Committee.

14.4. The resolutions of the Steering Committee shall be adopted by a simple majority of the votes cast by the members present or represented.

14.5. In case of a tie vote, the President of the meeting shall have the deciding vote.

 

Article 15 Conflict of Interests

15.1 In the event that a matter requiring action involves a conflict of interest for one or more members of the Steering Committee present or represented at the meeting at which such matter is to be debated, that member shall be required to declare that interest to the Chief Executive of the Steering Committee (or person chairing the meeting). Such declaration shall be recorded in the minutes of the meeting.

15.2 Where a conflict of interest has been declared under Article 15.1, the member or members of the Steering Committee in question shall refrain from participating in the debate or vote on the matter in question, and shall absent herself, himself or themselves temporarily from the meeting while the matter is deliberated, unless otherwise authorised by the Chief Executive of the Steering Committee (or person chairing the meeting).

 

Article 16 Minutes and Resolutions

The Steering Committee’s resolutions shall be recorded in a register signed by the Chief Executive and kept by the Treasurer at the disposal of the Members of the Association.

 

Article 17 Powers

The Steering Committee shall have the broadest powers of administration and management over the Association, subject to the powers reserved to the General Assembly. The Steering Committee may delegate certain powers for limited specified purposes to one or several persons, who need not be a member of the Steering Committee.

 

Article 18 Required Signatures

Any transaction binding the Association shall be signed by any two (2) members of the Steering Committee, acting jointly, or by one member of the Steering Committee and the Chief Executive of the Association acting jointly, which persons need not offer proof of their authority to third parties, as well as by any other person or persons receiving a delegation of powers in accordance with Article 17 of these Articles of Association. The Chief Executive should be given a proxy for single signatory rights.

 

Article 19 Legal Actions

Legal action involving the Association, both as plaintiff and as defendant, shall be taken by the Steering Committee, represented:

  1. by its President, or
  2. by a member of the Steering Committee or the Chief Executive appointed for such purpose.

 

Article 20 Committees

20.1. The Steering Committee may, by resolution adopted by a majority of the entire Steering Committee, designate one or more standing or special committees, including, without limitation, an Executive Committee, to have and exercise the power and authority specified by the Steering Committee and permitted by law. Standing or special committees will not infringe on the powers of the General Assembly or the Steering Committee. The Steering Committee may, in its sole discretion, invite any number of staff persons, or members of the General Assembly or the public to participate in any of the standing or special committees established pursuant to this Article.

 

  1. THE CHIEF EXECUTIVE

 

Article 21 Appointment and Powers

 

21.1. The Steering Committee should appoint a Chief Executive. The Steering Committee may at any time change the title of the person serving in this function. The Chief Executive shall carry out her, his or its functions until her, his or its dismissal by the Steering Committee (by 2/3 majority) or her, his or its resignation. Removal or resignation of the Chief Executive shall terminate that individual’s or legal entity’s capacity to participate in governance, committees, programs, operations, or other operations of the Association, unless otherwise provided by the Steering Committee in writing.

21.2. If a Chief Executive is appointed in accordance with Article 21.1 above, the duties of the Chief Executive shall be established by the Steering Committee and may include the power to manage the daily affairs and business of the Association as well as to represent the Association as needed in order to implement such daily management powers. The Chief Executive shall report to the Steering Committee, at such times as the Steering Committee, in its sole discretion, may designate, on the activities, programs, and expenses of the Association.

21.3. If appointed, the Chief Executive shall be authorized to act in the interests of the Association with the aim of carrying out the effective activities of the Association within the limits of those rights and obligations entrusted to her, him or it by the Steering Committee. The Chief Executive may, in her, his or its discretion, appoint and remove persons in all non managerial staff positions, provided that all budgetary or other limits established by Steering Committee are respected. The Chief Executive may, in her, his or its discretion, appoint and remove persons in managerial staff positions, subject to the Steering Committee’s approval.

21.4. If appointed, the Chief Executive may attend all General Assembly and Steering Committee meetings, in her, his or its capacity as Chief Executive, in an ex-officio non-voting capacity, unless otherwise desired by the Steering Committee. The Chief Executive shall serve as the secretary for all meetings of the General Assembly and the Steering Committee. The Steering Committee is free to decide to hold meetings for attendance exclusively by Members of the Association or members of the Steering Committee. Removal or resignation of a Chief Executive terminates that individual’s capacity to attend any General Assembly or Steering Committee meeting without the express written permission of the Steering Committee.

21.5. No provision in these Articles of Association prohibits a physical person that is also a member of the Steering Committee from being appointed and serving as the Chief Executive. In the event that a member of the Steering Committee is also appointed to serve as Chief Executive, procedures described in the Internal Rules shall be followed to avoid conflicts of interests and the minutes of meetings shall record, where possible, the capacity in which the person is acting at meetings.

21.6. All references to “Chief Executive” in these Articles shall refer to the physical person appointed to perform the responsibilities described in Articles 11, 14.3, 16, 18, 20.6 and 21 of these Articles of Association.

  1. BUDGET, ACCOUNTS AND PROPERTY

 

Article 22 Financial Year; Ownership of Properties

 

22.1. The financial year shall begin on 1st January and end on 31st December of every year. The Chief Executive shall every year submit the accounts for the previous financial year, and the budget for the coming financial year to the Steering Committee and General Assembly for its approval.

 

22.2. Property and funds necessary for the existence and operation of the Association shall be provided by funding sources approved by the Steering Committee, in accordance with the applicable laws of Belgium. The Association may exercise the right of ownership to office premises, property, and assets, both liquid and immovable, and shall use them for the exclusive purpose of advancing the Association’s goals and objectives, as established in these Articles of Association.

22.3. The Association shall have the power to borrow, lend, and grant security interests in its assets, as well as the power to solicit grants and contributions for any of its purposes. The Association shall have the right to exercise such other powers as now are, or hereafter may be, conferred by law upon a not-for-profit association established for the purposes hereinabove set forth or necessary or incidental to the powers so conferred.

 

VII. AMENDMENT OF THE ARTICLES OF ASSOCIATION AND DISSOLUTION OF THE ASSOCIATION

 

Article 23 Amendment

 

23.1. Without prejudice to title I of the law of 27 June 1921 on not-for profit associations, foundations and international not-for-profit associations, any proposal to amend these Articles of Association or to dissolve the Association must emanate from the Steering Committee or from two-thirds (2/3) of the Voting Members. In the event of such a proposal, the Steering Committee shall inform the Members thereof, at least one (1) month before the date on which the General Assembly shall meet to discuss said proposal. The proposed amendments must be expressly mentioned in the notice of the meeting.

23.2. The General Assembly may only validly deliberate on such a proposal if two-thirds (2/3) of the Voting Members are present or represented. Except as otherwise provided in this Article, a resolution shall be adopted if approved by a two-thirds (2/3) majority of the total votes cast by the General Assembly as well as a two-thirds (2/3) majority of the votes cast by Founding members counted separately. If the proposal relates to an amendment of the purpose of the Association, a resolution shall be adopted if approved by a four-fifths (4/5) majority of the total votes cast by the General Assembly as well as a four-fifths (4/5) majority of the votes cast by Founding members counted separately. If, however, the above-mentioned quorum of two-thirds (2/3) of the Voting Members is not reached, a new meeting of the General Assembly may be convened under the same conditions as mentioned above, at which the General Assembly shall decide validly and definitively on the proposal, by a two-thirds (2/3) majority of the total votes cast by the Voting Members present or represented as well as a two-thirds (2/3) majority of the votes cast by Founding members present or represented and counted separately, irrespective of the number of such Voting Members present or represented. The second meeting must be held at least fifteen (15) days after the first meeting.

23.3. The General Assembly shall determine the conditions and procedure for dissolving and winding up the Association. All funds of the Association shall be dedicated to its purposes, as described in Article 3 of these Articles of Association. In the event of dissolution, the General Assembly of the Association shall designate an organisation or organisations, either in Belgium or abroad, legally recognised in their respective countries, established and operated exclusively for purposes similar to those of the Association, as beneficiary or beneficiaries of the assets of the Association that remain after dissolution.

23.4. No part of such assets, income, profits or net earnings of the Association shall incure to the benefit of any officer, employee, agent, trustee, director or other person except as reasonable compensation for services rendered to the Association in relation to its purpose.

23.5. In no event shall the Association accept a donation, which, subject to the law of 27 June 1921, as amended, would revert or have a value that would revert to the donor or his designee.

VIII. INTERNAL RULES

Article 24 Internal Rules

Subject to the approval of the General Assembly, the Steering Committee may decide by a simple majority vote, taken in accordance with Article 14 of these Articles of Association, to establish, amend or abolish all or part of the Internal Rules of the Association. The Internal Rules shall not be in violation of these Articles of Association.

 

 

  1. GENERAL PROVISIONS

 

Article 25 Operation in Accordance with Law and Internal Rules

Any item not provided in these Articles of Association and in particular in the publications to be made in the Annexes to the Official Belgian Gazette, shall be resolved in accordance with the Internal Rules of the Association and the law.