Denomination (in full) : EUROPEAN HOMOGRAFT BANK INTERNATIONAL ASSOCIATION
Legal form : NPIA
Registered office: Rue Bruynstraat 200, 1120 Brussels
Company n° : 434 529 118
Subject of the act: Modification of the statutes following the law of 02/05/02
During the General Assembly of 29 April 2005 the following was decided:
I. DENOMINATION, AIMS, HEADQUARTERS, DURATION
article 1.
The social aim of the association is to facilitate the procurement, the treatment, the conservation and the distribution of cardiovascular allografts.
It can accomplish all the acts relating directly or indirectly to its aim. It can notably lend its support to and show interest for any activity similar to its aim.
article 2.
The association is a non-profit organization. Its aim is to put at the disposal of the cardiovascular surgeons of the hospitals it is working with, the valvular and vascular allografts suited to the needs of their patients.
II. THE MEMBERS
article 3:
The association is composed of active members as well as supporting members. The minimum number of active members is six, of which at least one is a Belgian citizen. Only the active members enjoy the use of the rights conferred by law to the members of the association.
article 3 bis: Active members are:
article 3 ter:
The supporting members are the people who, after having sent a written request to the Association, are admitted by decision of the board of directors during its next meeting. The decision of the board of directors is final and does not have to be motivated. The candidate is notified by letter.
Section II: Resignation, expulsion, suspension:
article 4:
Membership is lost through death, resignation or expulsion.
The active and supporting members are free to withdraw from the association at any time by sending their written resignation to the association.
Is also resigning, the active or supporting member who does not pay the membership fee he should, within the month of the recall sent to him by registered mail.
The expulsion of an active or supporting member can only be pronounced by the General Assembly with a two-thirds majority of the present votes.
article 4 bis:
The resigning or expulsed associate, as well as the heirs or eligible parties of the deceased associate, have no right to the social assets.
They cannot ask for, require or collect rendering of accounts, affixing or inventory.
article 4 ter:
The board of directors holds a register of the members in accordance with article 10 of the law of 1921.
III. MEMBERSHIP FEES
article 5:
The active and supporting members pay an annual membership fee. The amount of these fees is fixed by the General Assembly.
IV. GENERAL ASSEMBLY
article 6:
The general assembly is only composed of all active members of the association.
article 7:
The general assembly has every power in attaining the association’s goals.
article 8:
The general assembly has exclusive competence for the following:
article 9:
All decisions of the General Assembly must be taken on the basis of a majority of votes present or represented.
Changes to the statutes or dissolution and liquidation of the Association may be affected by the General Assembly only if two thirds of the members are present or represented. The decision must be taken by a majority of two thirds of the votes present or represented.
If this assembly does not collect the required quorum mentioned above, a new assembly will be convened in the same conditions as the former and will rule definitively and validly with a majority of two thirds of the present members on the dissolution and liquidation proposal of the association.
article 10:
The General Assembly convenes at least once a year, at the time and place determined by the Board of Directors. Every second meeting will take place in Brussels.
The Board of Directors will convene the General Assembly by letter at least one month prior to the date given in the convocation, which must also include an agenda. Two weeks’ notice may exceptionally be given for extraordinary cause, justified by two members. The members can be represented at the General Assembly by another member of the association by a simple written authorization. The number of written authorizations cannot exceed 2 for each present member.
article 11:
The General Assembly must be convened if a fifth of the members submitted a written request by registered mail to the Board of Directors, this letter indicating the agenda.
article 12:
The General Assembly may appoint a Medical Director whose function consists of coordinating the procurement, the preparation and distribution of the allografts.
He is also responsible for Research and Development. His contract must be submitted to the preliminary advice of the Regional Doctors’ Chamber.
article 12 bis:
The decisions of the General Assembly are recorded in a register of minutes signed by the president and an administrator. This register is kept at the registered office where it can be read by all the members without moving it.
article 12 ter:
All modifications to the statutes are presented to the Clerk’s Office without delay and published by extracts to the annexes of the Official Journal as mentioned in article 26novies of the law.
It is the same for all acts regarding the nomination or the function cessation of the administrators and, if the need arises, of the commissioners.
V. BOARD OF DIRECTORS
article 13:
The General Assembly elects within itself a Board of Directors of at least three persons, of whom at least one is a Belgian citizen.
article 14:
The Medical Director must assist all the meetings of the Board of Directors with advisory vote.
article 15:
Decisions of the Board of Directors must be taken by the majority of present or represented directors. Each director can be represented by another director, by simple written authorization. The number of authorizations is limited to one per present member.
article 16:
The directors elect among themselves a president and one or more vice-presidents. The president is elected for a 3 (three)-year term, renewable once. He can also be re-elected after a three-year absence.
The Board meetings are presided by the President, or, in his absence, by a vice-president.
article 17:
The directors are elected for a three-year term, renewable by the General Assembly. However, the mandate of half of the directors elected during the first General Assembly is only for a period of two years.
article 18:
The Board meets on notification by the president and/or the secretary. It forms a college and can only decide if the majority of its members is present.
The decisions are taken by a majority of votes: If there is parity of votes, the one of the president or his replacement is a casting vote. They are recorded in minutes form, signed by the president and the secretary and written down in a special register.
article 19:
With the realization of the social aim in mind, the Board of Directors exercises all the powers, subject to the attributions of the General Assembly; namely it has the most extensive powers at its disposal in order to manage and run the association, to represent the association towards third parties, to decide what actions should be started and to make decisions regarding the introduction of any appeal in front of all courts of law and represents the association in all the procedure acts, both as defendant and appellant;
More particularly, the board of directors exercises all the powers to engage the organization personnel and has all the material means at its disposal necessary for the realization of the aim of the association.
As far as the recruitment of doctors in general is concerned, their contract has to be submitted to the preliminary advice of the Regional Doctors’ Chamber.
article 20:
The people empowered to represent the association jointly act as a couple.
Besides the president, who automatically has this power, they are chosen by the board of directors within itself or even outside. These people will not have to justify their powers towards third parties.
article 20 bis:
The board of directors can delegate the daily management of the association, with the use of the signature relating to this management, to one or more chosen delegate administrator(s) within itself and for whom it will determine the powers and the salary or wages. If there are several of them, they will act individually.
The acts regarding the nomination or the suspension of the functions of the people delegated to the daily management are registered at the Clerk’s Office without delay and published by extracts to the annexes of the Official Journal as mentioned in article 26novies of the law.
article 21:
The administrators, the people delegated to the daily management, as well as the people empowered to represent the association do not contract, due to their function, any personnel obligation and are only responsible for the execution of their mandate. This is fulfilled freely.
VI. MISCELLANEOUS DISPOSALS
article 22:
The social year starts on the 1st of January and ends on the 31st of December.
The passed year account and the next budget account will be subjected to the approval of the ordinary general assembly. This will take place yearly, and at the latest, 6 months after closure of the social year. They are kept and published in accordance with article 17 of the law.
article 23:
The general assembly designates a commissioner, a certified I.E.C. accounting manager or a company IRE auditor in charge of verifying the association accounts and presenting a yearly report.
He is nominated for 4 (four) years and can be re-elected.
article 24:
In case of dissolution of the association, the general assembly will designate one or more liquidators, determine their powers and indicate what should happen with the disposable assets of the social credits.
This allocation must be necessarily done in favour of a disinterested purpose.
All the decisions regarding the dissolution, the conditions of liquidation, the nomination and the allocation of the function of one or more liquidators, the closure of the liquidation, as well as the allocation of the disposable assets, will be registered at the Clerk’s Office and published as an annex of the Official Journal as mentioned in the articles 26 and 29 novies of the law.
article 25:
Everything that is not explicitly foreseen in the present statutes is determined by the law of
27 June 1921 managing the non-profit associations.
VII. ETHICS
article 26:
The tissues of human origin are not subject to any payment.
The association can obtain reimbursement of the exposed costs, namely during the procurement, the transport and the preparation of the allografts.
Nomination:
Name, first names, place and date of birth, nationality, civil status, actual place of residence;
Resignation: idem supra
Re-election: idem supra
Composition of the Board of Directors: idem supra
