Bylaws
The following is the English text of the Bylaws agreed by the General Assembly on 10 July 2008 and officially approved by the Belgian authorities in November 2008. NB that the French text is definitive.
Identification number: 19057/92
Company number: 448534037
International association governed by Belgian Law constituted by royal decree of 18 June 1992 according to act published in the annexes of the Moniteur Belge of October 29, 1992
- modified by the General Assembly of 10 June 2001 and accepted by Royal Decree of April 8, 2002 (Annexes to the Moniteur Belge of 25.07.2002);
- modified by the General Assembly of 26 June 2005 (deposited at the Public Federal services of the Justice department on December 16, 2005 published in the Annexes of the Moniteur Belge of December 29, 2005)
- modified by the General Assembly of 10 July 2008 (deposited at the Public Federal services of the Justice department and published in the Annexes of the Moniteur Belge of November 10, 2008)
Chapter I – TITLE – OBJECTS – HEAD OFFICE – DURATION
Article 1
An international non-profit Association is established which has its head office on the Campus de la Plaine of the Université Libre de Bruxelles., CP 237, avenue Arnaud Fraiteur, 1050 Brussels (Belgium).
The Association is governed by the Belgian law of June 27, 1921. The head office may be transferred to any other place, in Belgium, by a decision of the General Assembly, such a decision to be published without delay in the Annexes to the Moniteur belge.
Article 2
The Association shall be called:
- in French : Fédération Humaniste Européenne
- in English : European Humanist Federation
In the official languages of the European Union, the Association is known by the abbreviation: EHF-FHE.
Article 3
The objects of EHF-FHE are to promote secularism and a humanist vision of cultural, social and ethical values in Europe and to work for social and cultural progress.
To achieve these aims, the association aims more particularly:
- to carry out educational, scientific and cultural action;
- to promote more particularly in Europe the place of voluntary organisations developing the same objectives;
- to represent its member organisations to the European institutions (the European Union and its component parts, the Organisation for Security and Co-operation in Europe, Council of Europe, etc.) on all questions related to the objects here above defined;
- to promote exchanges among members and the circulation of information and experience which shall contribute to the development of humanist values in Europe;
- to propose such European legislation as is likely to facilitate the development and promotion of the activities of member organisations in Europe;
- to publish statements on initiatives and areas of interest common to all member organisations relating to the European Institutions;
- to promote the development of co-operation among member organisations.
Article 4
The Association is established for an indefinite period.
Chapter II – MEMBERS
Article 5
The Association is composed of:
1. Full members :
Full membership is open to humanist organisations, legally established in a European country according to the laws and customs of their home countries.
Only full members are entitled to vote at the General Assembly.
2. Consultative members :
Consultative membership is open to any humanist organisation whose purpose is consistent with the present bylaws but which does not wish to have a vote at the General Assembly.
- By humanist organisation is understood, according to the present bylaws, any organisation which, respecting democratic values, promotes humanism and works for the development of human values, seeking to secure for everyone guarantees of freedom of thought and action by means of the method of free inquiry.
- Each organisation must apply in writing at the head office of EHF-FHE for its membership. Applications shall be dealt with in accordance with Article 27.
- To be admitted as a full or consultative member, the organisation must be accepted by the General Assembly with a majority of eight tenths of the expressed votes.
3. Supporting members :
Individuals may become supporters on payment of the relevant fee, if they are accepted by the Board.
Article 6
- Any member may withdraw from the Association by notifying the Board of Directors of its resignation in writing.
- The General Assembly, on a proposal by the Board, may exclude a member, after hearing its defence, if supported by a two thirds majority of the expressed votes.
- The Board of Directors may exclude any member organisation having not paid membership fees during three consecutive years.
- Any member who has resigned or been excluded has no claim on the assets of the Association.
Article 7
The members pay yearly dues (according to the category they belong to) decided upon annually by the General Assembly on a proposal of the Board.
Chapter III – STRUCTURES
Article 8
The deliberative structures of EHF-FHE are:
- the General Assembly;
- the Board of Directors.
Section l – General Assembly
Article 9
The General Assembly is composed of all the full members. The consultative members and supporters may attend in an advisory capacity and other persons may attend at the discretion of the President. It is presided over by the president of the Board of Directors or, failing that, by a vice-president or another member of the Board appointed by the General Assembly.
Article 10
The President shall convene the General Assembly annually within six months of the end of the financial year. The agenda shall be laid by the Board. The agenda shall include any question which at least one quarter of the full members have requested to be considered, and must be transmitted in writing to the members or by electronic communication at least thirty days before the date of the meeting.
Article 11
The General Assembly has full power to carry out the objects of the Association without prejudice to the prerogatives ascribed to it by the law and subject to the bylaws. The General Assembly has, amongst others, the following functions :
- approval of the report on activities and overall direction of activities;
- amendment of the bylaws;
- amendment of the standing orders;
- election and dismissal of members of the Board in accordance with article 20;
- admission into membership of organisations;
- voluntary dissolution of the Association;
- approval of budgets and accounts;
- deciding upon the dues;
- acquisition and disposal of real estate.
Article 12
The Association’s financial year corresponds with the calendar year.
Article 13
The Board of Directors may convene Extraordinary General Assemblies, and it is required to do so at the explicit request in writing of one fifth of the full members, addressed to the President and indicating the item or items to be placed on the agenda. Thirty days notice must be given.
Article 14
No decision may validly be taken on a subject not placed on the agenda of a General Assembly, unless the General Assembly unanimously agrees that this shall be done and amends the agenda accordingly.
Article 15
The General Assembly is validly constituted if half of the full members are present or represented. Decisions are taken by a simple majority of the votes cast, except if the law or the bylaws provide differently.
Article 16
Each full member shall have one vote and may, if unable to attend, give a proxy to another duly appointed full member. Each proxy must be given in writing to the Secretary General, in advance of the General Assembly.
No member shall have more than two proxy votes.
Article 17
Elections and dismissals of board members and exclusions of members shall be effected by secret ballot. A secret ballot will also be used when the President so decides or at the request of at least one fifth of the members present or represented.
Article 18
The minutes of the General Assembly must be kept in a register signed by the President or by an appointed member of the Board of Directors and kept by the Secretary General who holds it at the disposal of the members. Copies of the minutes shall be sent to all members.
Article 19
The bylaws may be amended by the General Assembly following a proposal from the Board of Directors or a proposal sent in writing to the Board by at least one fifth of the full members.
Any proposal for amendment or for dissolution of the Association must be placed on the agenda of the next meeting of the General Assembly, subject to the necessary period of advance notice. Proposals for amendment of the bylaws or to dissolve the Association require at least three months’ notice.
The Board will notify the members at least three months in advance of the date and agenda of the General Assembly which will decide on a proposal of amendment to the bylaws or about the dissolution of the Association.
If the General Assembly is called upon to decide on any amendments to the bylaws or on the dissolution of the Association, it may only do so if at least two thirds of the full members are present or represented.
In the absence of this quorum, if the proposers do not withdraw their proposal, the Board shall convene a new General Assembly within two months, but they shall give at least four weeks’ notice of the date. This General Assembly shall decide validly without regard to the number of members present or represented.
In order to be adopted, any amendment must be approved by two thirds of the votes cast, not counting blank or spoilt votes.
Amendments to the bylaws concerning the aims of the Association shall not take effect until they have been approved by Royal Decree. Other statutory modifications to the bylaws must be accepted on the conditions and within the terms of the law of June 27, 1921.
After liquidation, the net remaining assets will be allotted to disinterested use.
Section 2 – Board of Directors
Article 20
The Board of Directors shall be composed of at least five persons but no more than fifteen persons (of whom at least one shall be Belgian), elected by the General Assembly from the duly authorised representatives of full or consultative members.
Nominations, presented by a member organisation, shall be received in writing at the secretariat at least 30 days before the General Assembly.
Each full member shall have as many votes as there are vacancies on the Board. The candidates receiving the most votes shall be elected. In the event of a tie, the decision shall be made by another vote between these candidates.
A board member’s term of office shall end:-
- at the end of a term of three years, but board members shall, subject to the remainder of this Article, be eligible for re-election;
- if he/she notifies his/her resignation in writing or by electronic means to the President of the Board, in which case the resignation takes effect on the tenth day following notification;
- if he/she is dismissed by a simple vote by the General Assembly on a proposal from at least half the members of the Board and after being given the opportunity to speak against the proposal;
- if the member organisation he/she represents ceases to be a full or consultative member, but in that case the person concerned may continue to serve if he/she becomes without a break the duly authorised representative of another full or consultative member.
Article 21
The Board shall elect from among its members a President, two Vice-Presidents, a Secretary General and a Treasurer. Their functions shall be laid down in the Standing Orders.
The Board may upon need elect a Deputy Secretary General, and/or a Deputy Treasurer, and one or two special advisers.
Article 22
The Board shall meet at least twice a year or at the request of at least one third of its members. It shall be convened by the President and notice of the meeting needs not mention all items of the agenda.
Article 23
The Board shall meet validly if one half of its members are present or represented.
In Board meetings, all board members have equal standing and decisions shall be taken by a simple majority. In the case of a tie, the vote of the President shall have a casting vote.
Article 24
Under its own responsibility, the Board may delegate some of its power to one or several of its members or to one or several third parties or to a commission it sets up.
The Board can also delegate the daily administration of the Association, including the power to sign in the Association’s name, to one or several representatives chosen within or outside the Board of whom it will determine the powers. If there are several delegates, they will act separately or jointly as determined by the Board.
The Association can be legally bound in all its deeds, including those where a public servant or a ministerial officer or judiciary intervene, as follows:
- by the President or another member of the Board especially appointed acting individually and who as an official spokesperson acts without the need for prior approval or for an authorisation of the Board with regard to a third party;
- or, within the limits of the daily administration, by the representative or the representatives for the daily administration, acting severally or jointly and, as an official spokesperson acting without the need for prior approval of the Board.
Article 25
Each year the Board shall report on its management of the Association for the past year to the General Assembly.
Section 3 – Committees
Article 26
The management of the Association shall be verified each year before the General Assembly by a Committee of Auditors, made up of the representatives of two full members selected by the General Assembly who shall not be members of the Board.
Article 27
The General Assembly shall appoint a membership committee consisting of at least three members of the Board to be responsible for examining the admissibility of applications for membership and submitting its opinion to the Board. The Board may propose admission of organisations to the General Assembly which shall decide on the matter in accordance with Article 5.2.
In the event of dispute an appeal may be made to the General Assembly.
Chapter IV – BUDGET AND ACCOUNTS
Article 28
The resources of the Association shall be made up of :
- Annual dues of the members as decided on by the General Assembly;
- Any surplus on EHF-FHE activities;
- Donations, legacies and gifts;
- Interest on invested capital and income from property;
- Any other resources compatible with the law.
Article 29
The Association’s financial year is closed every 31 December. The Board shall present for approval to the General Assembly the accounts of the previous year, the budget for the current year and a preliminary budget for the following year.
Chapter V – MISCELLANEOUS PROVISIONS
Article 30
In the event of a dispute the French text shall be regarded as authentic.
Article 31
The Board shall propose Standing Orders to the General Assembly interpreting and adding to the bylaws. The General Assembly shall decide on and may amend such proposed Standing Orders.
Article 32
For all questions not provided for in these bylaws, the provisions of the law of June 27, 1921, shall be applicable.
This content last updated 29 December 2011 @ 3:55 pm