The general meeting of 06/11/2012, validly convened and attaining the quorum with regard to attendance and majority, has decided to integrally modify the articles of association and replace them with the text below.
TITLE I: NAME – HEAD OFFICE - OBJECTS – DURATION
ARTICLE 1
The organisation has the name: “Linked Organisation of Local Authorities” (LOLA) and follows the legal structure of a non-profit organisation (NPO).
ARTICLE 2
The organisation’s head office is established at Gentstraat 9 – 9250 Waasmunster BELGIUM and comes under the legal district of SINT-NIKLAAS
It can only be transferred by the general meeting, provided that the rules are observed that are required for an amendment to the articles of association and that are stated in the present articles of association.
ARTICLE 3
In our capacity as Local Authority ICT professional organisations, we agree to work collectively and collaboratively to achieve benefits to our organisations, our members and the citizens we serve.
Our core values are based on our desire to provide a high standard of Local Authority services to our citizens through the effective deployment of Information and Communications Technologies.
We intend to achieve this through joint projects, sharing of good practice, joint influencing of worldwide nation states, and the ICT supply industry.
In particular, it is agreed that we would be in a position to make a significant contribution to the development of European and/or international ICT standards, codes of good practice, cross national projects coordination and potentially drawing on National and European funding to achieve these objectives. Similar opportunities outside Europe will also be exploited.
We are agreeable to providing mutual support to one another in the pursuit of our objectives.
Within these objectives we adopt the declarations specified in the Citadel Statement (as an extension of the Malmo declaration) as specific work domains or core areas where national decision makers with our support can provide tangible support to improve Local Government:
The organisation can also perform all activities that may be conducive to the realisation of these objectives, including the holding and disbursement of funds and insurance to protect the organisation, its directors and its staff in relation to its activities. In that respect, it can also, but only in an ancillary manner, perform commercial activities, but only if the proceeds of these activities are used for the purpose for which the organisation was established.
ARTICLE 4
The organisation is established for an unlimited period of time, but can be dissolved at any moment by decision of the majority of the complete board.
TITLE II: MEMBERS
ARTICLE 5
The number of members is unlimited, but there must be at least four countries involved of which each country has at least one active delegated person. The founder organisations are the first active members. The organisation can have active and affiliated members.
Only the active members have full membership, including the right to vote at the general meeting. Active members are members whose name has been entered in the membership register, which is kept at the head office of the organisation. The legal stipulations are only applicable to the active members and if so their delegates.
Affiliated members are also organisational and only benefit from the activities of the non-profit organisation. They have no right to vote at the general meeting. The rights and obligations of the affiliated members are described in the terms of reference.
ARTICLE 5a
The founding members are:
ARTICLE 6
Any legal entity that represents ICT, information management, digital services or equivalent for local government and other local public service organisations in the country or region of origin, accepted by the board of directors can join the organisation - regardless the total number of members the individual organisation has. The application for acceptance of a prospective member must be submitted to the chairman of the board of directors in writing. The word ‘member’ in the present articles of association explicitly refers to the active members.
ARTICLE 7
The board of directors can, under the conditions to be determined by the board, also accept other persons as honorary members, protective members, supporting members or advisory members. These members are regarded as affiliated members. Their rights and obligations are described in the terms of reference.
ARTICLE 8
The membership fees are determined by the board and paid via an international invoice.
ARTICLE 8a
The Liability of the members is limited:
ARTICLE 8b
The property and funds of the organisation must be used only for promoting the objectives of the organisation and do not belong to the members of the organisation.
ARTICLE 9
Any member can leave the organisation at any time. All resignations must be notified to the board of directors by means of a registered letter.
ARTICLE 10
Resigning or excluded members and their legal successors are not entitled to any part of the organisation’s capital and can therefore never claim a refund of or compensation for membership fees paid or contributions made.
TITLE III: THE BOARD OF DIRECTORS
ARTICLE 11
The organisation is managed by a board of directors that consists of at least one and maximum two members per member organisation.
ARTICLE 12
The directors are appointed for an unlimited period of time unless the member organisation notifies changes of representation.
ARTICLE 13
The directors are appointed at the general meeting by a simple majority of votes, regardless of the number of members present and/or represented. The directors are unpaid. The documents relating to the appointment of the directors must be deposited at the registry of the court of commerce and (an extract) must be published in the annexes of the Belgian Official Gazette within thirty days after having been deposited.
ARTICLE 14
The term of office of the directors is terminated by removal of a director by the general meeting, by voluntary resignation, by simple expiry of the term of office, by death or by incapacity.
A removal by the general meeting is decided by a simple majority of the number of members present and/or represented. However, it must be explicitly mentioned on the agenda of the general meeting.
A director who resigns voluntarily must notify the board of directors of his resignation in writing. The resignation takes effect immediately, unless it causes the minimum number of directors to decrease below the minimum number stipulated in the articles of association. In this case, the board of directors must convene the general meeting within two months, and the general meeting will have to provide for the replacement of the director concerned and notify the director concerned in writing.
All documents relating to the termination of office and the appointment of the directors must be deposited at the registry of the court of commerce and (an extract of) these documents must be published in the annexes of the Belgian Official Gazette within thirty days after having been deposited.
ARTICLE 15
The board of directors manages the affairs of the organisation and represents the organisation in and out of court. It is competent for all matters, with the exception of the matters explicitly reserved for the general meeting by law. It acts as plaintiff and defendant in all legal proceedings and decides whether or not certain legal remedies will be taken recourse to.
The board of directors appoints and dismisses the staff members (if applicable) and determines their salaries.
The board of directors exercises its powers as a board.
The board of directors appoints (and may remove) any person (who may be a director) to act as secretary to the organisation in accordance with the law.
The board of directors appoints the chair, vice-chair and treasurer (and any other office-holders) from among their number (and may remove any such person from such office if the directors so decide).
The board of directors can only decide validly if the majority of the directors is present. Decisions are taken by simple majority of votes. In the event of an equality of votes, the chairman or the person replacing the chairman has a casting vote.
ARTICLE 16
The board of directors is convened by the chairman or by two directors.
The meetings of the board of directors are chaired by the chairman. If the chairman is unable to attend or absent, the meeting is chaired by a person appointed at the beginning of the meeting.
ARTICLE 17
Minutes are drawn up of every meeting and signed by the chairman and the secretary. They are entered in a special register. The extracts that have to be submitted and all other documents are validly signed by the chairman and the secretary. In the absence of these directors, two other directors are authorised to validly sign these documents.
ARTICLE 18
The board of directors issues all terms of reference which it deems necessary and useful.
The board of directors can, if deemed necessary, appoint a managing director, who is entrusted with the daily management. This person takes care of the everyday management and the daily correspondence and validly signs on behalf of the organisation vis-à-vis the Postal Services, the public and private banking institutions and all other institutions.
ARTICLE 19
Directors acting on behalf of the member organisation are authorised to make decisions on behalf of their own organisation.
ARTICLE 20
Directors are authorised to represent the organisation pursuant to article 13, 4th paragraph of the law on non-profit organisations as defined in article 36.
The board of directors can delegate its powers for certain actions and tasks to one of the directors or any other person, who may or may not be a member of the organisation, on its own responsibility. The Board of Directors can elect a chairman, a secretary, a treasurer and any other office that is necessary for the proper operation of the organisation among its members.
The decisions to appoint the above-mentioned persons are taken by the board of directors by a simple majority of votes and are valid if the majority of the directors is present at the board meeting.
Termination of office of these authorised persons takes place
a) voluntarily, by the authorised person him/herself, by means of a written resignation to be submitted to the board of directors
b) by means of removal from office by the board of directors, which decides validly if the majority of the directors is present. The decision in this respect by the board of directors must be notified to the person concerned by registered letter within seven calendar days.
All documents relating to the termination of office and the appointment of the persons authorised to represent the organisation must be deposited at the registry of the court of commerce and (an extract of) these documents must be published in the annexes of the Belgian Official Gazette within thirty days after having been deposited.
The authorised directors exercise their powers either separately or together.
ARTICLE 21
Directors are entrusted with the daily management of the organisation, pursuant to article 13bis, 1st paragraph, of the law on non-profit organisations.
The board of directors can appoint a management committee.
The decisions to appoint a management committee are taken by the board of directors by a simple majority of votes and are valid if the majority of the directors is present at the board meeting.
Termination of office of a member of the management committee takes place
a) voluntarily, by the member of the management committee him/herself, by means of a written resignation to be submitted to the board of directors
b) by means of removal from office by the board of directors, which decides validly if the majority of the directors is present. The decision in this respect by the board of directors must be notified to the person concerned by registered letter within seven calendar days.
All documents relating to the termination of office and the appointment of the members of the management committee must be deposited at the registry of the court of commerce and an extract of these documents must be published in the annexes of the Belgian Official Gazette within thirty days after having been deposited.
The decisions taken by the management committee, which meets as a board, are always taken after consultation with the majority of members of the management committee.
TITLE IV: GENERAL MEETING
ARTICLE 22
The general meeting consists of all active members and is chaired by the chairman of the board of directors or by the one appointed at the beginning of the meeting.
A member can be represented at the general meeting by another member. However, a member can only represent one other member. Each member country only has one vote at the general meeting.
ARTICLE 23
The general meeting has exclusive powers for:
- amendments to the articles of association,
- appointment and removal of directors,
- appointment and removal of the internal auditors and determining their remuneration, if a remuneration is granted,
- discharge to the directors and the internal auditors,
- approval of the budget and of the account,
- voluntary dissolution of the organisation,
- exclusion of a member of the organisation,
- conversion of the organisation into a company with social purposes,
- all matters for which the present articles of association require a decision of the general meeting.
ARTICLE 24
The general meeting is validly convened by the board of directors or by the chairman whenever a meeting is required in the interest of the organisation.
A general meeting must be convened at least once a year for the approval of the accounts of the past year and of the budget for the next year.
ARTICLE 25
The general meeting is held during the international conference hosted by the guest country appointed that year.
ARTICLE 26
Moreover, the board of directors has the obligation to convene the general meeting whenever 1/5th of the active members address a request in this respect to the board of directors by means of a registered letter which indicates the items on the agenda. In that case, the board of directors has the obligation to convene the general meeting within 15 working days, with indication on the agenda of the items to be discussed.
ARTICLE 27
In order to be valid, the notices convening a general meeting must be signed by the chairman or by two directors. All active members must be convened by ordinary or by registered letter at least eight working days before the meeting.
ARTICLE 28
The convening notice, which indicates the place, date and time of the meeting, contains the agenda, which is established by the board of directors. Any item that is put forward in writing by 1/5th of the active members must be included in the agenda. Obviously, this item must be signed by 1/5th of the members and must have been submitted to the chairman of the board of directors at least two working days before the meeting. Items that are not on the agenda can in no case be dealt with.
ARTICLE 29
In ordinary cases, decisions are taken by a simple majority of the votes present and represented. In the event of an equality of votes, the chairman or the person chairing the meeting at that moment has a casting vote.
ARTICLE 30
The decision to amend the articles of association can only be taken if the amendment is mentioned in detail on the agenda and if 2/3rds of the active members are present or represented. If this quorum is not reached, a second meeting can be convened, as stipulated in the present articles of association, at which the meeting will be able to take a valid decision regardless of the number of members present. The second meeting cannot be held within 15 calendar days following the first meeting. A majority of 2/3rds of the votes present or represented is required for any amendment to the articles of association, even at the second general meeting. A change in the objects of the organisation requires a 4/5th majority.
In case of an amendment to the articles of association, the changes and the entirely co-ordinated articles of association after the change will be deposited at the registry of the court of commerce. (An extract of) the changes must be published in the annexes of the Belgian Official Gazette within 30 days after having been deposited.
ARTICLE 31
A voluntary dissolution of the organisation is subject to the same rules as those described for a change in the objects of the organisation.
ARTICLE 32
A 2/3rd majority of the votes is required for the exclusion of a member. In case of an exclusion of a member, this item must also be included in the agenda and the member concerned must be invited to put forward his defence.
ARTICLE 33
Minutes are drawn up of each meeting, are signed by the chairman and the secretary and entered in a special register. This register can be consulted by members and any interested third parties at the head office of the organisation. Extracts are validly signed by the chairman and the secretary or by two directors or, in the absence of these persons, by two members of the general meeting.
TITLE V: ACCOUNTS AND BUDGETS
ARTICLE 34
The organisation’s financial year starts on January 1 and ends on December 31.
The board of directors closes the accounts for the past financial year and prepares the budget for the next financial year. Both are submitted to the approval of the general meeting, which is held within twelve months after the closing of the financial year.
All financial transactions are regulated by the board of directors.
TITLE VI: DISSOLUTION AND LIQUIDATION
ARTICLE 35
Except in case of a court-ordered dissolution or a dissolution by operation of law, only the general meeting can decide to dissolve the organisation, if 2/3rds of the members are present or represented at the general meeting and, moreover, a 4/5th majority agrees to voluntarily dissolve the organisation. The proposal for voluntary dissolution of the organisation must be mentioned explicitly on the agenda of the general meeting.
If 2/3rds of the members are not present or not represented at this general meeting, a second general meeting must be convened, which deliberates validly regardless of the members present or represented. A majority is required for a voluntary dissolution of the organisation.
In case of voluntary dissolution, the general meeting or the court appoints one or several liquidators and determines their powers and the conditions for liquidation.
After settlement of the debts, the organisation’s assets will be transferred to an organisation with altruistic goals.
The decision to dissolve the organisation, the appointment and the termination of office of the liquidators will be deposited at the registry of the court of commerce. An extract of this decision to dissolve the organisation, this appointment and this termination of office of the liquidators must be published in the annexes of the Belgian Official Gazette within 30 days after having been deposited.
ARTICLE 36
The Belgian law of 27 June 1921, amended by the law of2 May 2002, is applicable for anything that is not covered by the present articles of association.