Statutul CIOR - Asociația Ofițerilor în Rezervă din România

Statutul CONFEDERAȚIEI INTERALIATE A OFIȚERILOR ÎN REZERVĂ

Article 1. The association

Article 1, section 1

Legal form

The association is established as a legal entity, more specifically as a non-profit association (hereinafter referred to as NPA) under the Code of Companies and Associations, published in the Belgian Official Gazette of 4 April 2019 (hereinafter referred to as CCA).

The association may not use any legal form in its name or in any other way than the one it has validly assumed. In the event of a violation of this rule, any interested party may seek the cessation of this use before the corporate court of the seat of the association. [2:3]

Article 1, section 2

Name

The non-profit association is called Confédération Interalliée des Officiers de Réserve, or abbreviated CIOR.

Article 1, section 3

Seat

The seat of the NPA is located in Belgium, in the Flemish Region.
The Board of Directors has the authority to relocate the seat to any place within the Flemish Region and to fulfill the necessary disclosures.

Article 1, section 4

E-mailadress and website

The NPA has the following e-mail address: coir.vzw@gmail.com and the website: www.cior.net.
Any communication by this address by members is considered to be valid. [2:31]

Article 1, section 5

Duration

The NPA is established for an indefinite period.

Artikel 2 Goals and activities

Article 2, section 1

Goals

CIOR shall be a non-political confederation of Reserve Associations of the signatory countries of the North Atlantic Treaty

The association aims

In its relationship with NATO (as set out in NATO Military Committee document MC 248/2 dated 27 July 2012):

to support the policies of NATO and to assist in the achievement of the Alliance’s objectives.
to contribute to improving the knowledge of NATO authorities about national Reserve Forces in common NATO defence and new missions, particularly from the CIOR perspective.
to improve NATO understanding of CIOR goals and activities, by informing NATO Authorities, periodically briefing the Military Committee and providing briefings at each course at the NATO Defence College. Similar briefings will be organized and provided at NATO Headquarters and subordinate bodies as appropriate.
to increase co-operation between NATO and CIOR:
by providing advice from CIOR’s perspective on the best utilization of reservists in the defence of NATO and in non North Atlantic Treaty Article 5 operations.
by ensuring an active participation by NATO staff and commanders in CIOR seminars and other working sessions;

Generally (and primarily through the Members of CIOR):

to establish and develop contacts between reserve officers in order to improve mutual knowledge and understanding.
to develop co-operation with NATO in all policy matters and, based on NATO guidance and information, promote appropriate national programs.
to foster the professional development of Reserve Officers on the international level, by providing them with information about current NATO issues, developments and activities.
to study all reserve affairs and (where appropriate) to utilize CIOR knowledge of reserve affairs within each member nation in order to inspire developments in the organization, administration and social aspects, and (where appropriate) promote harmonization in the roles, duties and rights of reserves, reserve forces and in particular of reserve officers, in all member countries, always respecting national differences and traditions.
to promote the spirit of defence and awareness amongst the public and national authorities of NATO policies, defence issues, the defence capabilities of the Alliance and in particular the roles and importance of reserves.

In its relationships with other international organizations:

to serve as an international advisory body on reserve matters to other recognized security organizations such as the Western European Union, the Organization for Security and Cooperation in Europe and the North Atlantic Assembly.

Article 2, section 2

Activities

Specific activities that achieve the objectives of the non-profit association include:

liaison with NATO;
liaison and co-operation with NRFC, CIOMR and CISOR,
exchange of information,
liaison with the media,
co-operation with associations, institutions and governmental bodies,
organization of meetings, congresses and military competitions, and
organization of Reserve Officers workshops for all levels of the reserve.

In addition, the non-profit association may engage in all activities that directly or indirectly contribute to the aforementioned ideological non-profitable objectives, the proceeds of which will at all times be entirely devoted to the ideological non-profitable objectives.

Article 2, section 3

Prohibition of distribution of capital advantages

The NPA may neither directly nor indirectly distribute or provide any capital advantage to the founders, members, directors or any other person except for the disinterested purpose laid down in the Articles of Association. Any operation contrary to this prohibition is void. [1:2]
An indirect payment of a capital advantage is considered to be any transaction as a result of which the association’s assets decrease or its liabilities increase and for which it either receives no consideration or a consideration that is apparently too low in relation to the value of its performance. [1:4]
The prohibition referred to in points (1) and (2) of this Article does not prevent the association from providing its members with free services within its object and its purpose. [1:4]

Article 3 Membership

Article 3, section 1

Members

The members, in their capacity as members, are not liable for the commitments entered into by the association. [9:1]
There are at least two members with all rights and obligations as described in the CCA and in these Articles of Association. [1:2]
A reserve association or, if it does not have legal personality, the natural person delegated by this association, from a country that is a signatory of the North Atlantic Treaty Organisation, may apply to become a member of CIOR provided that he or she endorses the objectives of the association and submits a written request to the chairman.

Article 3, section 2

Associate members

A reserve association or, if it does not have legal personality, the natural person delegated by this association, from a country that is not signatory of the North Atlantic Treaty Organisation and

1.1 the Reserve Association is from a country that is a party to the NATO’s Cooperative Structure, or

1.2 the Reserve Association is from a country of interest to NATO, and which manifests interest in participating in CIOR’s activities

may apply to become an associate member of CIOR provided that he or she endorses the objectives of the association and submits a written request to the chairman.

Article 3, section 3

Observers

A reserve association or, if it does not have legal personality, the natural person delegated by this association, who is not permitted by its National Authority to become a member or associate member of CIOR may apply to become an observer of CIOR, provided that he or she subscribes to the objectives of the association and submits a written request to the chairman.
In this case, the application will reflect the grounds for objection to membership by the national authority concerned and the applicant’s response to these objections, or the conditions which the association does not meet in order to become a member.

Article 3, section 4

Guests

A reserve association or, if it does not have legal personality, the natural person delegated by this association, from a country that does not already have a member, associated member or observing member of CIOR and is therefore not prevented from applying for membership may become a guest of CIOR on condition that he or she subscribes to the objectives of the association and submits a written request to the chairman.

Article 3, section 5

Conditions for membership

Only one reserve association, or its representative, may be admitted per country, either as a member, an associate member, an observer or a guest
The candidates for membership submit their registration to the chairman either electronically via the e-mail address of the NPA (help@cior.net) or on paper at the address of the NPA.
When the Chairman receives an application under Article 3, Sections 1 to 4, he submits it to the next meeting of the Board of Directors
In case of an application under Article 3, Section 2, 1.2, he shall do so only with encouragement of, or with the consent of, NATO.
The Board of Directors has full and exclusive authority to decide whether the Reserve Association satisfies the conditions to become a Member, Associated Member, Observer or Guest.
A reserve association shall be admitted to CIOR as a member, associate member, observer or guest if the General Members Meeting votes unanimously in favour of the application.

Article 3, section 6

Rights of members, associate members, observers and guests

No member, associate member, observer or guest may assert or exercise any claim on the assets of the NPA, merely on the basis of their capacity of member.
This exclusion of a claim on the assets applies at all times: during membership, on termination of the membership for whatever reason, on dissolution of the NPA, etc.
Members and associate members possess all rights and obligations described in the CCA and in these Articles of Association.
With regard to the status of observers and guests, the Board of Directors shall, upon acceptance

specify in what activities the Observer or Guest is invited to participate,
authorize one delegate of the observer or guest to attend General Members Meetings and, optionally, an additional delegate in support;
determine the number of additional delegates of the observer or guest allowed to participate in other CIOR activities;
specify the duration of the Observer’s or Guest’s participation, who:
in case of an Observer shall be one year, and
in case of a Guest shall not exceed three years;
determine the membership fee of the Observer or Guest.

The General Members Meeting may from time-to-time, after an observer or a guest has been admitted, extend, limit or change the rights granted in article 3 section 6 point 4 by a majority of three quarters of the votes present.
Observers and guests and their delegates are not entitled to hold office as committee chair or secretary.
Members, associate members, observers and guests pay a membership contribution of maximum EUR 10,000.
Each member and associate member pays an annual membership fee as determined by the Board of Directors and calculated in accordance with the internal regulations.
Each observer and guest pays an annual membership fee as determined by the Board of Directors under article 3, section 6, point 4.5 of these Articles of Association.
A member, associate member or one of their representatives may be excluded from any meeting or activity of CIOR, with the exception of the General Members Meeting, by unanimous vote of the Board of Directors, with the exception of the member concerned.
An Observer, a Guest or a visitor, or any of their delegates may be excluded from a meeting or activity of CIOR by decision of the Board of Directors by a three-quarters majority of all members of the board.

Article 3, section 7

Members register

The Board of Directors shall keep a register of members at the seat of the association.
This register shall state the surname, first name and place of residence of the members or, in the case of a legal person, the name, legal form and address of the registered office.
The Board of Directors shall record all decisions regarding the entry, exit or exclusion of members in that register within eight days after it has been notified of the decision.
The Board of Directors may decide to keep the register in electronic form.
All members may consult the register of members at the registered office of the association. To this end, they shall send a written request to the Board of Directors with which they agree on a date and time of consultation of the register. This register may not be moved. [9:3]

Article 3, section 8

Communication with members

Any member may at any time, provide the NPA with an email address to be used as their primary communication channel.
Any communication to this email address is deemed to have been valid.
The NPA may use this address until the member concerned informs the NPA of another e-mail address or of its wish to no longer communicate by e-mail. [2:32]
With members for whom the NPA does not have an e-mail address, the NPA will communicate using regular mail. Said mail will be sent on the same day in which an email would have been sent were an email address available. [2:32]
Members may identify a place of residence subject to the location being a place at which the member conducts professional activities. In that case, only this address will be communicated [2:7 §5]

Article 3, section 9

Resignation

Members may resign from the NPA at any time by sending a resignation letter by e-mail, first class mail or registered mail to the chairman of the Board of Directors. The resignation will take effect on the day of receipt of the resignation letter by the Board of Directors or on a later day, as indicated in the resignation letter itself.

Article 3, section 10

Termination of membership

If a member acts contrary to the goals of the NPA, its membership can be terminated, on proposal of the Board of Directors or on request of at least one fifth of all members, by a special decision of the General Members Meeting, at which at least two thirds of all members are present or represented and the decision requires a two third majority of the votes of the present and represented members. [9:23]
This exclusion must be indicated in the convocation to the meeting.
The member which is the subject of the proposed termination of its membership is being proposed has the right to be heard at this General Members Meeting.
A member, associate member, observer or guest shall cease to be a member, associate member, observer or guest of CIOR:

at the request of the member, associate member, observer or guest itself in accordance with Article 3, Section 9;
when a member no longer meets the conditions for membership; this determination shall be made by unanimous decision of the Board of Directors (except for the member concerned or its representative)
when the member is in default of payment; this determination is made by decision of the Board of Directors with a three-quarters majority vote
in case of an Observer or Guest, after the expiry of the time limit previously approved by the Board of Directors
in case of an observer or guest, by a decision of the Board of Directors with a three-quarters majority vote.

A resigning or excluded member is not entitled to any claim on the assets of the NPA and may not recover paid contributions. [9:23]

Article 4 The General Members Meeting

Article 4, section 1

The General Members Meeting

The General Members Meeting of CIOR consists of no more than two delegates of each member. Delegates are designated in writing by the governing body of the member concerned or the Ministry of Defense of the country concerned.
The associate members may attend the general meeting with no more than two delegates of each associate member.
Each member and associate member shall designate one of its delegates at the General Members Meeting as vice-chairman of CIOR and the other (if any) as assistant secretary-general of CIOR.
Each member and associate member has one vote at the General Members Meeting. The vote is cast by the delegate who at that time chairs the delegation of the voting member.

Article 4, section 2

Powers

The following powers may only be exercised by the General Members Meeting: [9:12]

the amendment of the Articles of Association;
the appointment and removal of board members and the determination of their remuneration in the event of a remuneration being granted;
the appointment and removal of the statutory auditor(s) and the determination of his or their remuneration, if one or more statutory auditors are appointed;
the discharge to board members and the statutory auditor(s), as well as, if applicable, instituting an association claim against the board members and statutory auditor(s);
the approval of the annual accounts and of the budget;
the dissolution of the association;
the exclusion of a member;
he conversion of the NPA into an INPA, a cooperative society recognized as a social enterprise or a recognized cooperative social enterprise;
the acceptance or execution of a contribution without any consideration of an entirety of assets;
the acceptance of a new member;
the relocation of the registered office of the association, if this relocation obliges to change the language of the Articles of Association in accordance with the applicable language legislation. [2:4]

Article 4, section 3

Individual investigative and auditing powers of members.

If no statutory auditor is appointed, all members may consult all minutes and resolutions of the General Members Meeting, of the Board of Directors and of the persons, whether or not board members, who hold a mandate in the association, as well as consult all the accounting documents of the association, at the registered office of the NPA. [3:103]
To this end, they shall send a written request to the Board of Directors with which they agree on a date and time of consultation of the documents and records.
The documents may not be moved from the premises.
Copies for third parties are signed by one or more authorized members of the Board of Directors. [3:103]

Article 4, section 4

Meetings

The annual meetings of the ordinary General Members Meeting will be held during the first quarter of the calendar year during the annual winter meeting at NATO’s registered office in Brussels or at a place specified in the invitation.
A second ordinary General Members Meeting will be held during the annual conference of CIOR.
All members, associate members, board members and statutory auditors are convened by the Board of Directors at least fifteen days before the General Members Meeting. The agenda is attached to the convening notice. [9:14]
The period is counted from midnight to midnight. It is counted from the day following that of the act or event that triggers it, and includes all days, including Saturdays, Sundays and public holidays. The due date is included in the term. However, if that day is a Saturday, Sunday or a public holiday, the due date will be moved to the next working day. For the purposes of this article, a “working day” is any day except a Saturday, a Sunday, or a public holiday. [1:32]
Any proposal signed by at least one twentieth of the members shall be placed on the agenda. [9:14]
A copy of the documents that must be submitted to the General Members Meeting following the CCA will be sent to the members, associate members, board members and statutory auditors who request it immediately and free of charge. [9:14]
During the ordinary General Members Meetings, reports from committees or working groups will, among others, be presented and voted upon.
Special meetings in an extraordinary General Members Meeting may be convened at the request of the chairman, after consultation with the vice-chairmen, at the request of at least two board members and at the request of at least one fifth of all members. The invitation will be sent by e-mail and / or by regular mail and / or by registered mail at least twenty one days prior to the date of the General Members Meeting to all members and associate members and, if applicable, to the observers and guests on the address that the member last provided to the Board of Directors for this purpose.
When appropriate, the statutory auditor may convene the general meeting. He must convene it when one fifth of the association’s members request him to do so. [9:13]
The chairman is a member of the General Members Meeting and chairs it.
The representative of an observer or guest sits to the left of the members at the General Members Meetings.
Only vice-chairmen have the right to speak at a General Members Meeting as a representative of the member or associate member they represent. All other participants in the general meeting may only speak at the invitation of or with the permission of the chairman.
The order of the speakers, after the members have spoken, is firstly associate members, then the observers and finally the guests.
Members may invite individual visitors to the General Members Meeting with the approval of the chairman.
The Board of Directors, or, when applicable, the statutory auditor, shall, pursuant to points 8 and 9 of this article, convene the general meeting within twenty-one days of the request for the meeting and the General Members Meeting shall be held no later than the fortieth day after this request. [9:13]

Article 4, section 5

Quorum and vote

Unless the CCA prescribes a special quorum, the general meeting may only validly deliberate and decide in the presence of a majority of the joint members and associate members of CIOR.
The chairman has no voting rights, except in the event of a tie in which the chairman has the casting vote.
Unless otherwise provided in the CCA or in these Articles of Association, decisions of the General Members Meeting are taken by a simple majority of votes, both within the group of members present and within the group of associate members present.
The General Members Meeting may validly deliberate and decide on amendments to the Articles of Association only if the proposed changes are accurately indicated in the convening notice and if at least two thirds of the members are present or represented at the meeting. If the latter condition is not met, a second convening notice is required and the new meeting deliberates and decides validly, regardless of the number of members present or represented. The second meeting may not be held within fifteen days after the first meeting. An amendment will only be adopted if it has obtained two thirds of the votes cast, abstentions being included neither in the numerator nor in the denominator. [9:21]
Proposals for amendments to the Articles of Association shall be submitted in writing to the Secretary-General to be placed on the agenda of the relevant meeting, no later than forty-two days prior to that General Members Meeting.
Written proposals for amendments shall be submitted to the members and associate members at least twenty one days before the General Members Meeting where they will be discussed.
If, however, the amendment to the Articles of Association concerns the object or the goals of the association, it will only be adopted if it has obtained four fifths of the votes cast, not including abstentions in the numerator or denominator.
The members may not be represented by proxy at the General Members Meeting. [9:15]
Voting may be by voice, by raising hands or, if requested by at least one third of the members present or represented, by secret ballot.
Third parties who wish to take cognisance of the minutes of the decisions taken by the General Members Meeting may submit an application to that effect to the Board of Directors, which may, upon it’s discretionary decision and without further motivation, grant or refuse this.

Article 5 The Board of Directors

Article 5, section 1

Composition of the Board of Directors

The association is governed by a collegial Board of Directors, which has at least three and at the most six board members, who are natural persons. [9:5]
The Board of Directors shall be composed of the Chairperson, the Secretary General, the Permanent Representative and, if known, the succeeding Chairperson and the succeeding Secretary General.
The board members are elected by the General Members Meeting for a fixed term of 2 years.
The member or associate member called to join the chair shall nominate for ratification the names of its reserve officers who will assume the functions of President of CIOR and Secretary General of CIOR.
The chairman is elected by the General Members Meeting, in rotation among the members and associate members of CIOR and in an order determined by the General members Meeting.
The chairperson shall nominate one or more assistant secretaries general for the chairmanship to the Board of Directors for ratification.
The term of office of a Deputy Secretary-General for the Presidency shall end with the term of office of the Chair concerned.
The Secretary-General is the treasurer of CIOR and is responsible for CIOR’s finances.
Unless otherwise provided in the CCA or in these Articles of Association, decisions of the Board of Directors are taken by majority vote of the board members present.
When a legal person takes up a mandate as member of the Board of Directors or as member of the executive committee, he shall appoint a natural person as permanent representative to be responsible for the performance of that mandate on behalf of and for the account of the legal person. This permanent representative must meet the same conditions as the legal person and is jointly and severally liable with him as if he himself had performed the mandate in question in his own name and for his own account. The rules on conflicts of interest for members of the Executive Committee and members of the Board of Directors, where applicable, apply to the permanent representative. The permanent representative may, in his own name nor as a permanent representative of another legal person-director, hold another mandate in the Board of Directors. The legal person may not terminate the permanent representation without simultaneously appointing a successor. The disclosure rules for the appointment and termination of office of the legal person also apply to its permanent representative. [2:55]
When a board member’s position becomes vacant before the end of his term of office, the remaining board members have the right to co-opt a new board member, nominated from among the candidates of the member or associate member of which the concerned director was a delegate. The next General Members Meeting must confirm the mandate of the co-opted board member. Upon confirmation, the co-opted board member will fulfill the mandate of his predecessor, unless the general meeting decides otherwise. In the absence of confirmation, the mandate of the co-opted board member ends at the end of the General Members Meeting, without this affecting the regularity of the composition of the Board of Directors up to that time.
If the Chairman or the Secretary-General are unable to perform their duties for a period of less than two months, the Board of Directors shall appoint a temporary replacement from among the candidates nominated by the member or associate member holding the chair.
The Board of Directors shall, among its members, have a permanent representative of CIOR at NATO, as elected by the General Members Meeting, in accordance with paragraph 3 of this Article.
The permanent representative must be a French and English speaking reserve officer and live in the wider area around Brussels. The general meeting may make exceptions to these requirements if circumstances justify this.
The board members may be dismissed at any time by the General Members Meeting which decides on this matter by a simple majority of the votes of the members present or represented. Any member of the Board of Directors may also resign himself by notification by e-mail or in writing to the chairman of the Board of Directors. A board member is obliged to continue to fulfill his assignment after his resignation until his replacement may reasonably be provided for.
The board member exercise their mandate without compensation. The costs incurred in the exercise of their board member’s mandate are reimbursed.

Article 5, section 2

Powers of the Board of Directors

The Board of Directors is authorized to perform all acts that are necessary or useful for the realization of the object of the association, with the exception of those for which the General Members Meeting is authorized according to the CCA or according to these Articles of Association. [9:7]
After approval by the General Members Meeting of a report of a committee or working group, the Board of Directors may

determine all matters of policy affecting CIOR;
issue policy directives as it considers appropriate;
direct the preparation of proposals for amendments to the Articles of Association or the by-laws for further consideration by respectively the General Members Meeting or the Board of Directors; and
direct the Chairman to take such action, as the Board of Directors considers necessary or appropriate.

The Board of Directors is authorized to relocate the seat of the association within Belgium insofar as such relocation is not obliged to change the language of the Articles of Association in accordance with the applicable language legislation. Such a decision by the Board of Directors does not require an amendment to the Articles of Association, unless when the seat is moved to another Region. In the latter case, the administrative body is authorized to decide to amend the Articles of Association. [2:4]
The Board of Directors may change the address of the website and the e-mail address even if they appear in the Articles of Association. This change will be communicated to the members in accordance with article 2:32 of the CCA.
Likewise, the Board of Directors may at any time adopt and publish a website and / or email address if this is not included in the constituent act. [2:31]

Article 5, section 3

Communication with members of the Board of Directors

Any member of the Board of Directors may choose the place of residence where he carries out a professional activity. In that case, only this address will be communicated when the file is consulted. [2:7 §5]
The members of the Board of Directors may provide an email address at the start of their mandate to communicate with the NPA. Any communication to this e-mail address is considered valid. The NPA may use this address until the relevant board member informs it of another e-mail address or indicates that he no longer wishes to communicate by e-mail. [2:32]
The association communicates with members of the Board of Directors for whom it does not have an e-mail address by regular mail, which it sends on the same day as the communications by e-mail.
Each member of the Board of Directors may choose the registered office of the NPA as its place of residence, for all matters that affect the exercise of his mandate. [2:54]
Each member of the Board of Directors may identify a place of residence subject to the location being a place at which the member conducts professional activities. In that case, only this address will be communicated when the file is consulted. [2:7 §5]

Article 5, section 4

Board of Directors: meetings, deliberations and decisions

The Board of Directors will meet, after being convened by the chairman, as often as the interest of the NPA requires, and within fourteen days after a request to that effect from two directors.
The Board of Directors shall be chaired by the chairman or, in his absence, by the oldest in years of the board members present. The meeting is held at the registered office of the NPA or in any other location, subject to the location being within the borders of a NATO country, as indicated in the convening notice.
Decisions are taken by simple majority of the board members present. In the event of a tie, the chairman or the board members chairing the meeting has a casting vote.
The minutes of the meetings of the Board of Directors shall be signed by the chairman and the board members who request it. Copies for third parties are signed by one or more authorized members of the Board of Directors. [9: 9] The minutes are kept in a minutes register that will be available for inspection by members who want to exercise their right of inspection.

Article 5, section 5

Board of Directors: written decision-making

The decisions of the Board of Directors may be taken by unanimous written decision of all board members.
A board member may not be represented by another board member at a meeting of the Board of Directors. [9:9]

Article 5, section 6

Conflict of interest

When the Board of Directors has to take a decision or to make a statement as to a transaction that falls within its competence, in which a board member has a direct or indirect interest of a financial nature that is contrary to the interest of the association, the board member concerned must notify this to the other board members before the board takes a decision. His statement and explanation of the nature of this conflict of interest are recorded in the minutes of the meeting of the Board of Directors which is to make the decision. The Board of Directors is not permitted to delegate this decision.
If, on the balance sheet date of the last closed financial year, the association exceeds one of the criteria referred to in Article 3:47, § 2 of the CCA, the Board of Directors shall describe in its minutes the nature of the decision or transaction referred to in the first paragraph and its consequences on the assets of the association. The Board of Directors justifies the decision taken. This part of the minutes is included in its entirety in the annual report or in the document filed with the annual accounts.
If the association has appointed a statutory Auditor, the minutes of this meeting will be communicated to him.
The board member with a conflict of interest referred to in point 1 may not participate in the deliberations of the Board of Directors on these decisions or transactions, nor in the voting in that respect.
When the majority of the board member present or represented have a conflict of interest, the decision or the transaction will be submitted to the General Members Meeting. If the General Members Meeting approves the decision or the transaction, the Board of Directors can execute it.
The association may claim the nullity of decisions or transactions that have taken place in violation of the rules set out in points 1 to 5 of this section, if the counterparty in those decisions or transactions was, or should have been, aware of this violation.
Points 1 to 5 of this section do not apply to decisions of the Board of Directors that relate to customary transactions that take place under the conditions and with the securities normally applicable in the market for similar transactions. [9:8]

Article 5, section 7

Internal governance – Restrictions

Without prejudice to the obligations arising from collegial governance, in particular consultation and supervision, the board members may divide the governance tasks among themselves. Such division of tasks may not be invoked against third parties, even after they have been made public. Failure to follow this division will however jeopardize the internal liability of the board member(s) involved.

Article 5, section 8

Representation to third parties

The NPA operates through its bodies whose powers are determined by the CCA, the object of the NPA and the Articles of Association. [2:49]
In all acts which bind the legal person, immediately before or after its signature, the person representing the legal person must indicate the capacity in which he is acting. [2:53]
The Board of Directors represents the association, including in its legal representation. It represents the association by the majority of the board members.
Without prejudice to the general authority for the Board of Directors to represent the NPA as a collegial governing body, the NPA is also represented in and out of court by the chairman and the permanent representative acting jointly.
The Board of Directors or the board members who represent the NPA may appoint plenipotentiaries of the NPA. Only special and limited powers of attorney for certain or a series of specific legal acts are permitted. The plenipotentiaries bind the NPA within the limits of their granted power of attorney, the boundaries of which are objectionable to third parties in accordance with what applies with regard to their mandate.

Article 5, section 9

Internal regulations

The Board of Directors issues internal regulations and may further develop guidelines and standard procedures, as long as these are not in conflict with these Articles of Association.
The internal regulations and any amendments thereto shall be communicated to the members.
The latest approved version of the internal regulations is August 2, 2012.
The Board of Directors may amend this reference in the Articles of Association and publish it. [2:59]

Article 5, section 10

Disclosure Requirements

The appointment of the Board of Directors and of the persons authorized to represent the NPA and their termination of office will be made public by filing in the association file at the registry of the commercial court, and by publishing an extract in the Annexes to the Belgian Official Gazette. In any case, the documents must show whether the persons representing the association may bind the NPA individually, jointly or as a body, as well as the extent of their powers.

Article 6 Executive Committee

The day-to-day management of the association, as well as the representation of the association with regard to that management, is entrusted to the chairman and the secretary, who act as a committee.
The Board of Directors that has appointed this executive committee is also responsible for supervising this committee.
The day-to-day management includes both actions and decisions that do not go beyond the needs of the day-tot-day life of the association, as well as actions and decisions that, either because of their minor importance or because of their urgency, do not justify the intervention of the Board of Directors.
The provision that the day-to-day management is entrusted to one or more persons, each acting alone, jointly or as a college, may be enforced against third parties under the conditions set out in Article 2:18 of the CCA.
However, restrictions on the representative authority of the executive committee may not be enforced against third parties, even if they have been made public. [9:10]

Article 7 Directors’ liabilities

The board members and members of the executive committee are not personally bound by the commitments of the NPA. [2:49]
Each member of the Board of Directors or of the executive committee is obliged vis-à-vis the NPA to properly perform the task assigned to him [2:51]
Their responsibility is limited, towards the NPA and towards third parties, to the fulfillment of the assignment given to them in accordance with common law, the provisions of the law and the Articles of Association and they are liable for shortcomings in their (day-to-day) management.
However, these board and committee members are only liable for decisions, actions or conduct that are manifestly outside the margin within which normally cautious and careful board members, placed in the same circumstances, may reasonably disagree. [2:56]
If the Board of Directors constitutes a college, their liability for the decisions or omissions of this college is jointly and severally.
Even if the Board of Directors does not act as a college, its members are jointly and severally liable vis-à-vis the legal person and third parties for all damage resulting from violations of the provisions of this Code or of the Articles of Association of the legal person.
However, regarding errors referred to in points 5 and 6 of this Article, to which they have not participated, they shall be released from their liability if they report the alleged error to all other members of the Board of Directors, or, where applicable, to the collegial Board of Directors. If this communication is made to a collegial Board of Directors or supervisory body, this notification, as well as the discussion to which it gives rise, shall be recorded in the minutes. [2:56]
The board member’s liability is limited to the amounts included in Section 2:57 of the CCA.
The liability of a member of the Board of Directors or of the executive committee may not be limited further than stated in Article 2:57 of the CCA. [2:58]

Article 8 Honorary Delegates

All former Presidents, former Secretaries-General and former permanent representatives of CIOR are Honorary Delegates.
Honorary delegates have access to the General Members Meeting in an advisory capacity.

Article 9 Supervision by a statutory auditor

As long as the NPA does not exceed more than one of the threshold amounts stated in Article 1:28 §1 of the CCA for the last closed financial year, the NPA is not obliged to appoint a statutory auditor.
As soon as the NPA exceeds more than one of the threshold amounts, the audit of the financial condition, the annual accounts and the regularity of the transactions contained therein is entrusted to a statutory auditor, to be appointed among the members. of the Institute of Auditors by the General Members Meeting in accordance with the relevant legal provisions. The General Members Meeting also determines the remuneration of the statutory auditor.
When the General Members Meeting deliberates on the basis of a report prepared by the statutory auditor, he participates in the meeting [9:16]

Article 10 Financing, accounting,

annual accounts and annual report

Article 10, section 1

Financing

The association will be financed, among other things, by membership fees, contributions from associate members, observers and guests, subsidies, contributions, various income and gifts.
In addition, the association may acquire funds in any other way that is not contrary to the law.
The General Members Meeting may authorize the opening of special accounts and appoint responsibility for such accounts.

Article 10, section 2

Accounting

The financial year starts on October 1^st and ends on September 30^th.
If the financial year exceptionally has a duration of less or more than twelve months, this duration may not exceed twenty-four months minus one calendar day
The accounts are kept in accordance with the legal provisions.
The annual accounts are filed in the file held at the registry of the commercial court in accordance with the provisions of Article 2:9 of the CCA. Insofar as applicable, the annual accounts are also filed with the National Bank in accordance with the provisions of Article 3:47 §6 CCA and the relevant implementing decrees.
The Board of Directors shall submit the annual accounts of the previous financial year, as well as the budget of the financial year following the financial year to which these annual accounts relate, for approval to the General Members Meeting within six months of the closing date of the financial year.

Article 10, section 3

Annual account

The Board of Directors shall draw up annual financial statements in the form and content determined by the King. [3:47]
The annual accounts of the NPA, as well as the budget of the financial year following the financial year to which these financial statements relate, must be submitted to the General Members Meeting for approval within six months after the closing date of the financial year.
The Board of Directors draws up an inventory every year in accordance with the valuation criteria determined by the King. [3:47]

Article 10, section 4

Annual Report

When the NPA exceeds the criteria in Section 1:28 of the CCA, the Board of Directors of the NPA draws up a report in which it accounts for its policy. [3:48]
The annual report referred to in paragraph 1 contains the statement as described in Article 3:48 § 2 of the CCA.

Article 10, section 5

Going concern

When serious and similar facts may jeopardize the going concern of the enterprise, the Board of Directors should deliberate on the measures to be taken to safeguard the going concern of the activity for a minimum period of 12 months. [2:52]

Article 11 Co-operation with NATO and other

Interallied or International

Organizations

Close co-operation with the North Atlantic Treaty Organization (NATO) shall be maintained.
The Board of Directors shall determine the arrangements and relationships between CIOR and any other interallied or international organization.
The decisions taken in this respect shall be unanimous.
Arrangements and relationships under this Article as approved by the Board of Directors shall be reduced to writing and maintained in the CIOR archive.

Article 12 Committees and working groups

The Board of Directors and the General Members Meeting shall be assisted by Committees and Working Groups as established in the Bylaws.
All Committees, and Working Groups shall receive directions from the Chairman and shall be responsible to the general Members Meeting through the Chairman.

Article 13 Congresses and winter meetings

A Congress of CIOR shall be held annually at such place and date as shall be determined by the General Members Meeting.
A Winter Meeting of CIOR shall be held between annual Congresses at NATO Headquarters or such other location as the General Members Meeting shall decide.

Article 14 Entries to be included in the

documents

All deeds, invoices, announcements, notifications, letters, orders, websites and other documents, whether or not in electronic form, issued by a legal person must contain the following information: [2:20]

the name of the NPA
the legal form “non-profit association”, or NPA for short
the exact indication of the seat of the NPA
the company number
the word “register of legal persons” or the abbreviation “RLP”, followed by the mention of the court of the registered office of the NPA;
when appropriate, the email address and website of the NPA;
when appropriate, the fact that the NPA is in liquidation.

He who, on behalf of the NPA, cooperates with a deed or website that does not comply with the regulations referred to in this article, may, depending on the circumstances, be held liable for the commitments entered into by the NPA. [2:22]

Article 15 Dissolution

The General Members Meeting will be convened to discuss proposals regarding the dissolution submitted by the Board of Directors or by a minimum of 1/5 of all members. The convocation and agenda take place in accordance with the provisions of article 4, section 4 of the Articles of Association.
The deliberation and resolution on dissolution respects the quorum and the majority required for a change of purpose as provided in Article 4, Section 5, paragraphs 4 to 7 of these Articles of Association.
If the proposal to dissolve is approved, the General Members Meeting appoints one or more liquidator(s) whose assignment it will describe, except when the dissolution and liquidation take place in one deed in accordance with Article 2: 135 CCA.
In case of dissolution and liquidation, the extraordinary General Members Meeting decides on the allocation of the assets of the NPA to be allocated to another association with a similar or related purpose, operating in Belgium.
All decisions regarding the dissolution, the liquidation conditions, the appointments and the termination of office of the liquidators, the closure of the liquidation and the destination of the assets are lodged at the registry and published in the Appendices to the Belgian Official Gazette.

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