Note: This is a machine-translated version of the original Dutch statutes. The translation has been verified and, where needed, amended by Tony Belpaeme. It is provided for information only. Only the original Dutch version has legal status.
European Association for Artificial Intelligence (abbreviated EurAI)
International non-profit association (IVZW). Company registration number Gent (division Gent) 0432.113.125
9052 Ghent, Technologiepark-Zwijnaarde 126
History:
The association is a legal entity in the form of an international non-profit association (“IVZW”) under the Companies and Associations Code (“WVV”).
The IVZW bears the name European Association for Artificial Intelligence, abbreviated EurAI.
The IVZW is established for an indefinite duration.
The seat of the IVZW is located in the Flemish Region.
The governing body may move the seat of the IVZW to any other place in Belgium, to the extent that such a move does not require a change in the language of these statutes in accordance with the applicable language legislation. When the seat is moved to another region, the decision of the governing body requires an amendment to the statutes.
The IVZW, which is non-profit, pursues the following charitable purpose and has the following activities as its objective:
promotion of artificial intelligence science and technology in Europe;
promotion of the construction of a European computer network;
the encouragement of education in artificial intelligence;
the publication of a European newsletter on artificial intelligence;
the sponsorship of a biennial conference organised by one or more of the members. The IVZW has a subcommittee specifically responsible for coordinating and promoting activities within the European Community.
The association consists of at least two members who are legal entities. Members are not liable for the obligations of the IVZW.
Only European associations engaged in artificial intelligence with at least twenty-five actively involved members may become members of the IVZW.
Admission of a member to the IVZW is decided by the General Assembly of members, requiring a two-thirds majority of votes cast by the Representatives.
Exclusion of a member can be proposed by the board of directors after hearing the defence of the concerned member and decided by the General Assembly with a two-thirds majority of the votes of those present or represented.
Members may resign at any time by registered letter. The resignation becomes effective one month after receipt of the letter.
A member ceasing to be part of the IVZW has no right to the assets of the IVZW.
The General Assembly has the authority to carry out the non-profit objectives of the IVZW.
The General Assembly consists of the representatives of the members ("Representatives").
The following powers can only be exercised by the General Assembly:
The General Assembly is convened by the chair of the board (or vice-chair in their absence), at the seat of the IVZW or another place indicated in the notice.
The chair sends the notice and agenda to the members at least one month before the meeting date.
The ordinary General Assembly is held annually within six months after the end of the financial year.
An extraordinary General Assembly can be convened by at least two directors or at the request of at least one-third of the Representatives.
Representatives at the General Assembly are designated as follows:
Each Representative has one vote at the General Assembly.
Voting by proxy is allowed. A proxy vote can be passed to a Representative from the same country or to a Representative from another country. Each Representative may hold up to one proxy from the same country and two from another country.
Except in exceptional circumstances, as stated in the statutes, the General Assembly can only deliberate validly if at least half of the total votes of the IVZW are present or represented.
Except in the exceptional cases provided for in these statutes, decisions are taken by a simple majority of the votes of the Representatives present or represented and are communicated to all members.
No decision may be taken on matters not on the agenda.
Representatives may participate remotely in the general meeting by means of an electronic communication provided by the IVZW.
Concerning compliance with the conditions regarding presence and majority, the Representatives participating in the general meeting in that manner are deemed to be present at the place where the general meeting is held.
The capacity of Representatives and the identity of the person wishing to participate in the meeting shall be verified by the IVZW.
To ensure the security of the electronic means of communication, the Board may impose conditions on the use of the electronic means of communication.
It is up to the IVZW to verify compliance with the conditions stipulated by the law and these Articles of Association and to determine whether a Representative validly participates in the general meeting via the electronic means of communication and can therefore be considered present.
The electronic means of communication provided by the IVZW must at least enable a Representative to take direct, simultaneous and uninterrupted notice of the discussions at the meeting and to exercise the right to vote on all items on which the meeting is required to take a decision.
Minutes of the general meeting of members shall be drawn up and signed by the Chair and the secretary. The minutes are kept by the secretary and are available to the members.
The governing body or at least one third of the Representatives of the IVZW may propose an amendment to the Statutes or the dissolution of the IVZW.
The governing body must notify the members of the IVZW at least three months before the date of the general meeting of the members, which will deliberate on the aforementioned proposal.
The general meeting of the members can validly deliberate on the matter only if two-thirds of the total number of votes of the IVZW are present or represented (quorum).
The adoption of such a resolution requires the consent of two-thirds of the votes cast.
If the quorum for the general meeting of the members is not reached, a new general meeting of the members will be convened under the same conditions as above, which will definitively and validly decide on the proposal in question, regardless of the number of votes present or represented.
The general meeting shall determine the manner of dissolution and liquidation of the association following the legal provisions as well as the charitable purpose to which the assets of the dissolved IVZW shall be allocated.
The IVZW is governed by a collegiate governing body, called a board of directors, which consists of at least three persons elected from among the Representatives.
Directors are appointed by the General Assembly of members for a term of two years. A director cannot have more than three consecutive directorships.
A director may be removed by a decision of the general meeting of the members taken by a two-thirds majority among the Representatives present or represented at the general meeting of the members.
Directors shall exercise their mandate free of charge unless otherwise decided by the general meeting of the members.
The board of directors may appoint among its members the following positions for a term of two years:
At least 3 months and no more than 6 months before the expiry of the term of office as Chair and Vice-chair, a meeting of the board of directors shall be convened to deliberate on the appointment of a (new) Chair and (new) Vice-chair for the next two-year period. The actual appointment can only be made by the board of directors after the (re)appointment of the board of directors at the ordinary general meeting. If several directors apply for one of the above positions, the board of directors will determine, through an anonymous vote, who will be elected.
The board of directors meets every year in preparation for the general meeting of the members, as well as upon special written request of the president.
The board of directors is chaired by the Chair or, in their absence, by the Vice-chair. The meeting of the board of directors shall be held at the seat of the IVZW or at any other place as indicated in the notice of meeting.
A director may be represented by another director, who may not hold more than one proxy.
The board of directors can only validly deliberate if at least half of its members are present or represented.
The board of directors has all management and administrative powers, subject to the powers of the General Assembly of members.
The board of directors may delegate the day-to-day management of the IVZW to the president, another director or a third party. The person in charge of the daily management of the IVZW is individually competent.
The board of directors may also, under its own responsibility, grant special and specific powers to one or more persons, or proxy holders.
Decisions of the board of directors are taken by a majority of votes of the directors present or represented. In the event of a tie, the Chair’s vote shall be decisive.
A director may participate remotely in the meeting of the board of directors by means of electronic communication provided by the IVZW. With regard to compliance with the attendance and majority conditions, the director participating in the meeting of the board of directors by such means shall be deemed present at the place where the meeting of the board of directors is held.
The directors may also unanimously and in writing adopt all resolutions within the competence of the board of directors. In this case, the formalities for convening a meeting need not be observed.
Decisions shall be recorded in minutes signed by the Chair, kept by the secretaries available to the members of the IVZW.
All deeds binding the IVZW are validly signed by the president and one director, acting together, who are not obliged to justify their powers to third parties.
Legal proceedings, as plaintiff or defendant, are conducted by a governing body, represented by the president or a director, appointed for this purpose by the president.
Legal proceedings, whether as plaintiff or defendant, are conducted by the board of directors, represented by the Chair or by one director appointed for this purpose by the Chair.
The financial year starts on 1 July and ends on 30 June.
At the end of each financial year, the board of directors prepares an (activity) report (and, if required by law, an annual report) and annual accounts for the past financial year, which will be submitted to the general meeting of members for approval.
The board of directors also submits a budget and programme of activities for the coming year to the general meeting of members.
The provisions of the Companies and Associations Code, which would not have been validly derogated from, shall be deemed to have been entered in the present deed, and clauses contrary to the mandatory provisions of the Code shall be deemed not to have been written.
For the implementation of these Articles of Association, any member, director, commissioner, or liquidator residing abroad shall elect domicile at the seat of the IVZW where all notices, summonses, writs and service may validly be served on him if he has not elected another domicile in Belgium for all relations with the IVZW.