Copy in extenso of deed n° 308, published in the appendices of the "Moniteur Belge" of February 14, 1948, amended by the following documents:
n° 893, published in the appendices to the "Moniteur Belge" of April 7, 1954.
n° 2237, published in the appendices to the "Moniteur Belge" of May 25,1957.
n° 397, published in the appendices to the "Moniteur Belge" of January 28,1965.
n° 5087, published in the appendices to the "Moniteur Belge" of June 10, 1976.
n° 1942, published in the appendices to the "Moniteur Belge" of February 15, 1979.
n° 05006658, published in the appendices to the "Moniteur Belge" of December 1, 2005.
n° 06133809, published in the appendices to the “Moniteur Belge” of August 11, 2006.
n° 07162778, published in the appendices to the “Moniteur Belge” of November 30, 2007.
n° 09094109, published in the appendices to the “Moniteur Belge” of June 24, 2009.
In the year Nineteen Hundred and Forty-Eight, on January 21,
Before Us, Charles Moureaux, notary, living in Etterbeek,
- Mr. Emile Brassine, Managing Director, living at 53, avenue Edmond Mesens, Etterbeek.
- Mr. Georges Bia, Industrialist, living at 44, rue Washington, Ixelles.
- Mr. Jean More, Engineer A.I. Br., living at 9, boulevard du Souverain, Watermael-Boitsfort.
- Mr. James Van Luppen, Company Manager, living at 12, avenue des Erables, Antwerp.
- Mr. Charles de la Hoye, Company Manager, living at 35, rue Vilain Xlll, Brussels.
- Mr. Emile Genon, Company Manager, living at 125, avenue de Broqueville, Woluwe St. Lambert.
- Mr. Elie Delville, Assistant Bank Manager, living at 31, rue Edmond Picard, Ixelles.
- Mr. William Leslie Schultz, Company Director, living at 27, rue Saint-Paul, Antwerp.
- Mr. Omer Claiborne, Bank Manager, living at 4, Grand-Place, Brussels.
The persons mentioned under 1 to 7 being of Belgian nationality, those under 8 and 9 being of American nationality.
The above mentioned persons, wishing to establish between themselves and those who will subsequently become members, a non-profit Association in accordance with the law of June 27, 1921, requested the undersigned notary to draw up the Articles of Association of this Association as follows:
Article 1 – NAME AND OBJECT
1.1. The non-profit making Association takes the name of “American Chamber of Commerce in Belgium," in abbreviated form “AmCham Belgium”.
1.2. The offices of the Association are located in the judicial district of Brussels, Rue du Trône 60 Troonstraat, 1050 Brussels. The office may be transferred at any time to any other location in the Brussels judicial district by a vote of the Board of Directors.
1.3. The object of the Association is to further economic and business relations between the United States of America and Belgium.
The Association may undertake any and all activities directly or indirectly related to its object including, but not limited to:
- hiring and dismissal of personnel,
- purchasing, selling, and leasing of real and personal property,
- editing and diffusion of news letters and other publications,
- organization of conferences and seminars,
- carrying out studies and research projects,
- representing the Association vis-à-vis government bodies, national and international institutions and organizations, and other persons or institutions,
- communicating AmCham Belgium’s views through the media,
- investing its assets and contracting loans, and
- participating in the activities of other non-profit organizations.
Article 2 – MEMBERSHIP
2.1. The Association shall be composed of active members and honorary members. The Board of Directors may establish various categories of active membership and determine the rights and obligations pertaining to each category.
2.2. Active members have the right to vote at general meetings of the Association in person or by giving a written proxy to another member of the Association.
Article 3 – ACTIVE MEMBERS – APPLICATION, RESIGNATION, EXCLUSION
3.1. The number of active members is unlimited, but must be at least 3. Any reputable person interested in the Association's purpose is eligible.
3.2. Applications for membership must be made in writing to the Board of Directors, which will decide upon the admission of members to the Association. The Board may delegate this power to the Executive Committee.
If the application is approved, the applicant shall become a member of the Association as of the first day of the month upon which payment of the membership fee is received by the Association.
3.3. Membership is renewable annually on the anniversary of the membership.
3.4. A member wishing to resign must send notice in writing by post, fax or email.
Notification of resignation must be received by the Association no later than the last day of the first month of the new membership period. If such notification of resignation is not received, the member will remain on the membership list and will be liable for payment of dues for that year.
3.5. In no event will any resignation or exclusion of any member entitle such member to any assets of the Association nor to any refund of dues already paid.
3.6. Any member whose membership fee remains unpaid for a period of 30 days or more after receipt of a second payment reminder will be deemed to have resigned his membership but will remain liable for payment of dues for that year.
3.7. Membership shall expire automatically upon the death of an individual member or upon the liquidation or bankruptcy of a member which is a legal entity.
3.8. A member can only be excluded upon a decision of the general meeting deciding by a two-thirds majority of the votes cast by the members present or represented at the general meeting, acting on a reasoned proposal of the Board of Directors. Such exclusion can be requested if, in the opinion of the Board, any member’s actions are incompatible with the aims and objectives of the Association.
Article 4 – HONORARY MEMBERS
4.1. By a majority vote, the Board may elect to honorary membership persons who have favored the objects of the Association. Their membership will start as of the date of their appointment by the Board of Directors.
4.2. In addition to the persons appointed in accordance with Article 4.1, the United States Ambassadors to the Kingdom of Belgium, the European Union and the North Atlantic Treaty Organization shall, as of the date of their appointment to function, by right, be Honorary Members together with the following officials at the United States Embassy to the Kingdom of Belgium: Minister Counselor, Counselor for Economic Affairs, and Commercial Counselor. Their membership will automatically expire at the end of their function.
4.3. Honorary members enjoy all the rights and privileges possessed by active members, except the right to vote.
4.4. Honorary members do not have to pay any membership fee.
4.5. Honorary members are subject to the same conditions of membership as active members, as set out in Articles 3.4, 3.5, 3.7 and 3.8, without prejudice to Article 4.4.
Article 5 - MEMBERSHIP FEES
5.1. The membership fee for active members may not exceed twenty five thousand euros a year and will be decided by the Board of Directors within that limit.
5.2. The membership fee referred to in Article 5.1 is payable on receipt of an invoice.
5.3. Membership of the Association is valid for 12 months with effect from the first day of the month in which payment of the membership fee was received by the Association. Membership for any subsequent years shall start as of the anniversary date of the membership of the preceding year without prejudice to Article 3.3. The Board of Directors may decide on the modalities of invoicing and may modify the corresponding membership periods.
Article 6 - MANAGEMENT OF THE ASSOCIATION
6.1. Board of Directors
a) Without prejudice to Article 13 of the law on non-profit Associations of June 27, 1921, the Association shall be managed and directed by a Board of Directors composed of not less than 9 individuals to be elected from among the Association’s active members. A majority of the members of the Board of Directors shall comprise U.S. citizens and/or persons representing U.S.-controlled companies.
b) The term of office for Board members is 2 years. Outgoing members are eligible for re- election.
c) The mandate of a director shall not be remunerated.
d) The directors shall be elected by the Association's annual general meeting or by any other general meeting of the Association and can be dismissed at any time by a majority of the votes cast by the members present or represented.
A Nominations Committee appointed by the Board of Directors shall prepare a list of candidates for the office of director. This list shall be sent to all members of the Association not later than 15 days before the general meeting. The Nominations Committee shall enter on this list the names of all persons whose candidature has received the signature of at least 15 active members as well as the names of persons it may itself have chosen by a majority vote.
e) The Board of Directors may also appoint advisors to the Board, upon a proposal by the Nominations Committee. Such advisors may be invited to attend any Board meeting but will not have the right to vote.
f) The Board of Directors may invite the Committee Chairs of the other special Committees to attend Board meetings. The Committee Chairs will not have the right to vote at such Board meetings unless they are elected as a director in their own right.
g) The Board of Directors shall meet at least twice a year. In addition, the President may convene the Board whenever he considers it advisable. He must do so if at least one third of the members of the Board so request. The agenda of the Board shall be drawn up by the President. He must include on the agenda any item so requested by at least 5 members of the Board.
h) The Board's decisions are only valid if at least one half of the members are present or represented. Any director may grant a proxy to another director in order to be represented at a specific meeting of the Board of Directors. Such proxy must be recorded in a document bearing the director’s signature (which may be an electronic signature as defined in Article 1322, paragraph 2 of the Civil Code) and must be notified by post, fax, email or any other means of communication specified in Article 2281 of the Civil Code. The Board of Directors decides by simple majority of the votes cast by the directors present or represented. Each director shall have one vote. In the event of equal voting, the President has the casting vote.
i) The Board of Directors is vested with the most extensive powers to perform all acts necessary or useful for the realization of the altruistic purpose of the Association, except those which are reserved by law or by these Articles of Association to the general meeting. All residual powers are granted to the Board of Directors. Inter alia, it can perform all acts necessary for the accomplishment and continuation of all the Association's objectives. The Board can (and the following enumeration is not limitative) draw up and sign any contracts and deals; buy, sell, exchange, acquire and transfer, lease and let any personal or real estate necessary for attainment of the Association's object; make and receive any deposits; accept and receive any private or official subsidies and grants; accept and receive any donations and legacies, as well as any transfers of property; contract any short or long term loans, with or without guarantee; constitute any actual rights over the Association's personal or real estate, such as preferential rights, mortgage with stipulation of re-sale, pledges, etc.; grant release of any preferential or mortgage registrations, as well as of any orders to pay, transcriptions, distraints and other hindrances, with or without establishment of payment; forgo any actual rights and resolutive action; appoint and dismiss any employees, decide their salary, wages and duties; draw up any rules of internal procedure, all without having to produce proof to third parties of any deliberations or special powers.
j) The Board of Directors shall appoint officers as set forth in Article 6.3.
k) The office of a director shall come to an end in the event of:
- voluntary resignation;
- expiry of the term of office;
- dismissal by the general meeting at any time, deciding by a majority of the votes cast by the members present or represented; or
- permanent disability or death.
6.2. Daily Management
a) The Board of Directors may delegate the daily management of the Association to one or more persons (individuals or legal entities), who do not need to be members of the Board of Directors or members of the Association and who may act alone.
b) The Board of Directors shall determine the term of office of the person(s) to whom daily management powers have been entrusted.
c) The office of a person entrusted with daily management powers shall come to an end in the event of:
- voluntary resignation;
- expiry of the term of office;
- dismissal by the Board of Directors at any time deciding by a majority of the votes cast by the members present or represented; or
- permanent disability or death.
d) The Board of Directors may decide to grant remuneration to the person(s) entrusted with the responsibility of daily management.
6.3. The Officers
a) The officers are the President, one or more Vice-Presidents, the Treasurer and the Secretary.
The President and at least one Vice-President shall be a U.S. citizen or a person representing a U.S.-controlled company.
b) The officers are elected for one year from among the members of the Board of Directors, and by the Board, following the annual general meeting. Election is by a majority of the votes cast by the directors present or represented at such Board meeting. Outgoing members are eligible for re-election.
c) If, for any reason, a vacancy occurs for an officer in the course of the year, the Board may elect another director to fill such vacancy. The officer thus elected will remain in office until the next election of officers.
d) The Board of Directors shall state the special duties of the various officers which will in any event include:
The President shall:
- preside over the meetings of the Board of Directors and the general meetings of the Association;
- promote the unity of the Association and its members;
- unless decided otherwise by the Board of Directors, act as spokesperson for the Association and represent the Association to Governments and other public institutions.
The Vice-President(s) shall assist the President in his duties and shall replace him in his absence.
The Treasurer of the Association will attend the Board meetings and the annual general meeting. He will provide information concerning the financial status of the Association to these bodies and also to any member who so requests it.
The Secretary of the Association will attend Board meetings and the annual general meeting. He will provide information concerning the legal status of the Association to these bodies and also to any member who so requests it.
6.4. Special Committees
6.4.1. The Executive Committee
a) The Board of Directors may, to the extent allowed by law, delegate powers of management to an Executive Committee.
b) The Executive Committee consists of the officers and a maximum of three other members of the Board of Directors, designated by the President. The Executive Committee shall meet when convened by the President or, in his absence, by a Vice-President.
c) The Executive Committee may invite the Committee Chairs of the other special Committees to the meetings of the Executive Committee. The Committee Chairs will not have the right to vote at such meetings unless they are elected as an Executive Committee member in their own right.
d) Its decisions are valid if at least half of its members are present or represented. Its decisions shall be adopted by a simple majority of the votes cast by its members present or represented, and in the event of equal voting, the President has the casting vote.
e) The Executive Committee may put before the Board any proposal it considers to be in the interest of the Association.
f) The Executive Committee shall have the power as set forth in the Articles of Association or as delegated to it by the Board of Directors; it may sub-delegate certain of such powers to members of the Association or to third parties, with a view to the performance of specified tasks.
g) Each year, the Executive Committee shall render an account of its activities to the Board of Directors.
6.4.2. Nominations Committee
a) The Nominations Committee referred to in Article 6.1 d) shall be constituted every year by the Board of Directors, following the annual general meeting of the Association, and shall be composed of 5 members which can never include more than half of the Board members mandated at the preceding annual general meeting. The President will propose the candidate-member(s) to the Board of Directors; he must put forward candidates whose nomination has been proposed by at least 5 Board members. In case of a vacancy, the Board will elect a new member within 3 months of the vacancy.
b) It meets whenever the present Articles of Association require and upon explicit request by the Board or the Executive Committee or the President.
6.4.3. Other Committees
a) In addition to the Executive Committee and the Nominations Committee, the Board of Directors may set up any other Committee it may judge useful for the Association and may dissolve it.
b) All Committees shall be governed by the Internal House Rules as approved and amended from time to time by the Board of Directors.
Article 7 - REPRESENTATION
7.1. Without prejudice to the general representation powers of the Board of Directors as a whole, the Association shall be validly represented vis-à-vis third parties by 2 officers acting jointly.
7.2. For acts within the scope of daily management, the Association shall also be validly represented by the Managing Director or General Manager acting alone.
7.3. For acts within the scope of their specific powers, the Association shall also be validly represented by special attorneys-in-fact.
Article 8 - THE ASSOCIATION'S ACCOUNTS
8.1. The liabilities of the American Chamber of Commerce in Belgium shall be settled by any of the general methods of payment. No amount may be earmarked for distribution to associates as profit; the Association's assets must at all times be allocated to the pursuit of the Association's objects.
8.2. The annual general meeting shall appoint an auditor chosen from the members of the Institut des Réviseurs d’Entreprises. The auditor shall serve for a period of 3 years. The auditor will present his report with respect to the activities of the Association to the annual general meeting. The annual general meeting may allocate a fee to the auditor.
Article 9 – GENERAL MEETING
9.1. The general meeting is composed of all active members and honorary members, provided that honorary members shall not have the right to vote.
9.2. The following powers are exclusively reserved for the general meeting:
- the modification of the Articles of Association
- the appointment and dismissal of the directors
- the appointment and dismissal of the auditors and the determination of their remuneration
- the granting of release from liability to the directors and auditors
- the approval of the budget and annual accounts
- the voluntary dissolution of the Association
- the exclusion of members
- the transformation of the Association into a company with a social purpose
- any other matters reserved for the general meeting by the Articles of Association or the Law.
9.3. The annual general meeting shall be held on the second Thursday of March. Other general meetings may be convened by the President when the interests of the Association so require. He must call a general meeting when requested to do so by one fifth of the active members possessing the right to vote.
Any general meeting shall be announced at least 8 days in advance by any means of communication including but not limited to post, fax and email, enclosing the agenda. Any active member of the Association may have himself represented at the meeting by another member bearing his written proxy, but no member may hold more than 5 proxies. Such proxy must be recorded in a document bearing the member’s signature (which may be an electronic signature as defined in Article 1322, paragraph 2 of the Civil Code) and must be notified by post, fax, email or any other means of communication specified in Article 2281 of the Civil Code. Voting is by simple majority of the votes cast by the members present or represented. In the event of equal voting, the President has the casting vote.
At the annual general meeting, reports shall be presented on the Association's activities during the previous year and on its financial situation. The accounts and budget require to be approved by the general meeting. It shall proceed with the statutory elections.
9.4. Unless provided differently by the Law, the general meeting shall be validly composed and can validly deliberate regardless of the number of members present or represented and decisions are validly taken by a simple majority of the votes cast by the members present or represented at the meeting.
9.5. Each active member shall have one vote.
9.6. The Secretary of the Association will draft the minutes of the general meetings. The minutes will be signed by the officers present at said meeting. Minutes of general meetings may be consulted by members and other interested persons at the registered office of the Association.
Article 10 - AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Any proposed amendment to these Articles of Association must be submitted to a general meeting of the Association and clearly indicated in the convening notices to such a meeting. To validly deliberate, such members must constitute or represent two-thirds of the vote-holding members of the Association. To be adopted, the amendment must receive two-thirds of the votes of the members present or represented. Amendments to the object clause of the Association require a four-fifths majority of the votes cast by the members present or represented in order to be adopted.
Without prejudice to any larger majority required by the Law, if two-thirds of the members are not present or represented at the first meeting, a second meeting shall be called. That meeting will deliberate whatever the number of members present or represented, not earlier than 15 days from the date of the first meeting. Abstentions or votes which are void will be considered as negative votes.
Article 11 – DURATION
The Association has an unlimited duration.
Article 12 – DISSOLUTION OF THE ASSOCIATION
The general meeting will decide the conditions for dissolution of the Association. In the event of the dissolution of the American Chamber of Commerce in Belgium, any assets remaining after settlement of liabilities shall be allocated to one or more institutions or associations whose objects come closest to those of the American Chamber of Commerce in Belgium.
Article 13 - INTERPRETATION
A reference to the masculine includes a reference to the feminine and vice versa.
Whereby this deed was drawn up in the Notary's office in Etterbeek.
Certified true copy