STATUTES OF THE EUROPEAN ACADEMY OF SCIENCES
Approved by Royal Decree of the King of Belgium of December 17, 2003
amended by the Presidium, on January 17, 2006 and March 1st, 2007 *
English translation
The official version of the Statutes is registered in French.
Title 1: Name and registered office
Article 1
1.1 An International Association with scientific aim is created and called EUROPEAN ACADEMY OF SCIENCES. 1.2 This Association is ruled by the title III of the Belgian Law of June 27, 1921, relating to Non Profit Associations, International Non Profit Associations and foundations (hereinafter referred as “the Law”)*. All documents issued by the Association shall state its name which shall always be preceded or followed by the words “International Non Profit Association” or “A.I.S.B.L.”.Article 2
The registered office is established in Belgium, Boulevard d'Avroy 280, 4000 LIEGE, in the legal district of LIEGE. A separate administrative office may be established, by mere decision of the Executive Committee, the location of which will be published and regularly updated on the Internet site of the Association.
Title 2: Association’s objective
Article 3
3.1 The Association’s objective is to promote scientific European research. 3.2 While promoting international cooperation, the Association tries to enhance fruitful collaboration between scientists, researchers, professors, engineers and public authorities, to enhance links between fundamental and applied research, to support the transfer of know-how between researchers and users, to stimulate the public research policies and to aid in raising the funds needed for solving the most important scientific and technological problems. 3.3 The Association solicits the most eminent scientists, identifies the most prominent scientific questions and the approaches under investigation. It disseminates the new knowledge through publications, colloquia, conferences and international conventions.
(*) The law of October 25, 1919, is now integrated into the law of June 27, 1921, on Non Profit Associations, International Non Profit Association and foundations.
3.4 The Association may accomplish all activities directly and indirectly in relation to its aim. It shall make all transactions and own or hire all goods, services or real estates directly or indirectly necessary for realization of its objectives.3.5 Notwithstanding its non profit nature, it shall make use of all the financial or material means in order to pursue its aim. 3.6 It shall also participate and be interested in any activities consistent to its objectives.
Title 3: Members
Article 4
4.1 The Association shall have two categories of members, effective members and associate members. 4.2 The effective members constitute the Presidium and their minimum number shall be three. 4.3 The founding members are the initial effective members. 4.4 The admission conditions of new effective members are the following: they shall be persons or legal entities, set up in accordance with the laws and uses of their country, who submitted their written application and were agreed by the Executive Committee through a simple majority of present in person or represented voters. This agreement is valid for four years and can be renewed. 4.5 The associate members constitute the Scientific Community of the Association. They organize all scientific activities of the Association. The associate members do not have any voting right at the Presidium’ meetings. 4.6 The admission conditions of associate members are the following: they shall be persons or legal entities whose work greatly contributed to the objectives of the Association or who showed interest for its activities. The Executive Committee will elect them through a simple majority. It can also revoke them if they breach any of the conditions in these Statutes or in the Bylaws. The Bylaws shall establish different categories among these members.
Article 5
5.1 The members shall pay an annual fee of the amount voted every year by the Presidium. 5.2 Every year, the Executive Committee will propose the amount of fees according to the different categories of members, to the Presidium. The Executive Committee may allow a reduction of the voted fees in particular cases. 5.3 All paid fees shall remain property of the Association.
Article 6
6.1 All members are free to leave the Association at any time. They will present their written resignation to the President of the Executive Committee. 6.2 The effective member who does not pay the annual fee shall be considered as having resigned as effective member. 6.3 The Executive Committee will establish the internal regulations that shall describe the consequences of non-payment of the annual fee by the associate members.
Article 7
7.1 The Executive Committee can propose the exclusion of a member to the Presidium; the reasons will be communicated to the member who will be allowed to get by the Presidium. 7.2 A member can only be excluded by the Presidium through a 2/3 majority of the present in person or represented members. 7.3 The resigned or excluded member, the rightful claimants of an excluded or defunct member shall have no right on the Association's properties.
Article 8
The Executive Committee has all rights of suspending any member accused of a severe misbehavior, until a final decision is made by the Presidium.
Title 4: Presidium
Article 9
9.1 The Presidium consists of the effective members. 9.2 The Executive Committee shall call a Presidium meeting every year, before June 30th. It shall submit the financial statements as per December 31st previous year, together with current year budget. The Presidium will approve these statements and give discharge to the Executive Committee. 9.3 An Extraordinary meeting of the Presidium can be called, at any time, by the President of the Executive Committee or upon the request of at least 1/5 of the members.
Article 10
10.1 The Presidium is the Association' sovereign governing body. 10.2 It exercises the rights it received from the Law and the present statutes, particularly:ü
approval of budget, annual fees and financial statements;ü discharge to executives;
ü election and revocation of executives;
ü statutes amendments;
ü exclusion of a member;
ü dissolution of the Association.
Article 11
The President of the Executive Committee is the President of the Presidium. In case of absence, the Vice President or the eldest of Vice-Presidents will replace him. If the Vice Presidents are absent, then the eldest of the Executives will replace them.
Article 12
12.1 A meeting of the Presidium is called by the President of the Executive Committee by means of an ordinary letter sent to each member at least thirty days before the meeting. The convocation contains the agenda. Any resolution introduced by a member fifteen days before the meeting must be added to the agenda. 12.2 The Presidium can, by a simple majority of the present or represented, decide to debate points not mentioned in the agenda, excluding the matters of statutes amendments or dissolution of the Association.
Article 13
13.1 Each effective member has one vote. An absent member may give a proxy to another effective member. 13.2 Each member may only hold one proxy. 13.3 Except where law and statutes will decide differently, decisions are made by simple majority vote of the effective members. In case of parity, the President has the casting vote.
Article 14
14.1 Amendment of the statutes and dissolution of the Association may only be decided by an extraordinary meeting of the Presidium with a minimum of 2/3 of the effective members present or represented. It will decide by the majority of 2/3 of the present or represented members. 14.2 Amendments of the Association’s objects, transformation of the Association in another legal form or dissolution of the Association may only be decided by a Presidium’s meeting with a quorum as defined in art. 4.1. It will decide by the majority of 4/5 of the present and represented members. 14.3 In case there is insufficient quorum, a second extraordinary meeting of the Presidium will be called again within thirty days by registered letter, but at least fifteen days after the first meeting. It will decide by the same majorities, regardless of the number of the members present or represented. 14.4 The amendment of the statutes will only be effective after royal decree, if it relates to the objects and activities of the Association. These amendments will be published according to law.
Article 15
15.1 The decisions of the Presidium will be written in meeting minutes signed by the President and one Vice-President of the Executive Committee. These minutes will be kept in a register at the registered office. All effective members will receive a copy of the minutes. 15.2 Any members, who justify their interest, may obtain extracts.
Title 5: Executive Committee
Article 16
16.1 The Association is managed by an Executive Committee of minimum three members and maximum fifteen. They are elected for four years by the Presidium. The number of Executives shall always be inferior to the number of effective members. 16.2 This mandate automatically expires with the term; it shall be subject to renewal for further terms.. 16.3 A new election will be on the agenda of the Presidium prior to the expiration of the mandates. 16.4 A mandate may be revoked by the Presidium deciding by a 2/3 majority of the present or represented members. 16.5 The Executive Committee shall vote the replacement of a revoked executive for the remaining of the mandate till the coming elections.
Article 17
The Executive Committee chooses one President, one or two Vice Presidents, a Treasurer and, if necessary, a secretary amongst its members.
Article 18
18.1 The President of the Executive Committee is also President of the Presidium. He acts for the Association and represents it in all the transactions. 18.2 He represents the Association in Tribunals and Courts as claimant or respondent.
Article 19
19.1 The Executive Committee meets at least three times a year on President's request or if three Executives request it. The convocation shall be sent by mail, fax or e-mail. 19.2 The meeting will be conducted by the President, in his absence by the Vice President (or by the eldest of Vice Presidents) or by the eldest Executive if needed. The Executive Committee can only take decision if the majority of its members take part in the vote. 19.3 Except when law and statutes will decide differently, decisions are made by simple majority of presents or represented members. In case of parity, the President has the casting vote. Deliberation and votes of Executives may be organized by video-conference. In exceptional cases when urgency and the Association’s interest justify it, decision of the Executive Committee may be taken by written votes of the Executives. This written vote may be transmitted by mail, telegram, e-mail with certified signature or fax. 19.4 The decisions of the Executive Committee will be written in meeting minutes signed by the President and kept in a register at the registered office. All Executives will receive a copy of the minutes. Any effective member who justifies their interest may obtain a copy. 19.5 The absent Executive may give a proxy to any other Executive. The proxy holder may only have one.
Article 20
20.1 Except for the powers assigned to the Presidium by the law or the statutes, the Executive Committee benefits from the largest prerogatives in order to act in the Association’s sake in all matters relevant to its objects, as defined in article 3.
20.2 The Executive Committee may particularly:ü keep a register of effective members, and on the website, publish all modifications in the list of associate members;
ü establish internal regulations in order to enforce the present statutes;
ü call for ordinary or extraordinary meetings of the Presidium and determine the agenda;
ü determine conditions and deadlines to apply for the Executive Committee or responsibilities described in article 17;
ü receive any deposit, acquire, exchange or alienate moveable assets;
ü contract for work or sale;
ü contract for rent or hire even for a maximum of five years;
ü receive all gifts, donations, subsidies and grants from private as well as public sources, in accordance with internal regulations;
ü trade, transact, compromise, agree and desist, lift mortgage before or after payment;
ü litigate as claimant or respondent before any authorities or competent court without exception, execute any awards;
ü establish an administrative office different from the registered office;
20.3 Any transaction exceeding the amount voted by the Presidium shall be approved by the Presidium.
Article 21
The Executive Committee may delegate the day-to-day management to one or more appointed persons whose duties, roles and salaries will be defined in a contract.
Article 22
The Executive Committee may appoint other persons whose functions, roles and salaries will be defined in a contract.
Article 23
Notwithstanding article 22, the binding engagement taken by the Association will be signed by the President or the Vice-President acting on delegation of the President’s authority, or by an Executive with a special mandate of the Executive Committee, with the signature of one other Executive.
Article 24
The Association is responsible of the faults of its employees and of its organs, by which its wills are expressed. Executives and day-to-day manager don't contract any personal obligation regarding the Association's commitments. Their personal liability is limited to the execution of the mandate they received and to the faults they committed in their function. Effective members don't contract, in this quality, any liability regarding the commitments of the Association
Title 6: Miscellaneous
Article 25
The Executive Committee shall establish technical and scientific committees as well as other consultative committees whose structure, missions and working procedures will be stated in the Association’ Bylaws, for the scientific activities of the Association .
Article 26
The fiscal year will begin on January 1st and finish on December 31 of each year.
Article 27
27.1 In case of dissolution of the Association, the Presidium will elect a liquidator.
27.2 The Presidium shall decide the dissolution if only two effective members remain or if the registered address of the Association is relocated outside the Belgian territory. The Presidium will determine the method of liquidation.
Article 28
In all cases of voluntary or judicial dissolution, at any time or due to any reason, the assets of the Association will be transferred to a Non Profit Association or corporate body pursuing similar objects. The Presidium will elect this beneficiary by a 2/3 majority of the present or represented effective members.
Article 29
All questions not expressly settled in these statutes are ruled by the Law giving legal personality to International Associations which are aimed at philanthropic, religious, scientific, artistic or pedagogic objectives, and subsequent amendments.
