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Original statutes

Original statutes, published in the Belgian Official Bulletin of 29 September 1988
Identification nr: 13943/88

International Association

European Homograft Bank

STATUTES

Art. 1

The undersigned hereby form an international Association in accordance with the Belgian law of 25 October 1919, modified by the law of 6 December 1954 awarding civil personality to international Associations pursuing goals that are philanthropic, religious, scientific, artistic or pedagogical.

I. DENOMINATION, AIMS, HEADQUARTERS, DURATION

Art. 2

The name of the Association is European Homograft Bank, in abbreviated form E.H.B

Art. 3

The Association is established in B-3202 LINDEN, Populierenlaan 6. The said establishment may be transferred in the Brussels area by decision of the Board of Directors.

Since 1996 (annex to the Belgian Official Bulletin of 24 October 1996), the headquarters have been transferred to c/o Military Hospital, rue Bruyn, 1120 Brussels

Art. 4

The object of the E.H.B., which is a non-profit organization, is harvesting, preservation and distribution of cardiovascular homografts. The philosophy of this enterprise is humanitarian and scientific.
The Association may organise conferences, congresses and other activities necessary to achieve its goals, and may pursue its interests abroad as well as within the country. The Association is formed for an unlimited period of time.

II. MEMBERSHIP

Art. 6

The minimum number of active members is six, of which at least one is a Belgian citizen. New active members may be admitted through decision of the General Assembly. The General Assembly may also admit associate, corresponding, honorary and supporting members.

Art. 7

Each member’s commitments are limited to the amount of his admission and annual membership fees.

Art. 8

Membership is lost through death, resignation or expulsion.
A resigning member must address his resignation to the Board of Directors by registered mail. Resignation takes effect three months following notification. During the notice period the resigning member exercises his rights and assumes the responsibilities inherent in his capacity as member.
Expulsion is pronounced by the General Assembly convened for this purpose and with two- thirds majority of votes present or represented. Expulsion takes effect on the date of its pronouncement.
A resigning or expelled member remains liable for the current year’s dues.

III. GENERAL ASSEMBLY

Art. 9

The General Assembly is composed of all active members of the Association.

Art. 10

The General Assembly has every power in attaining the Association’s goals.

Art. 11

The General Assembly has exclusive competence for the following:

1. Amendments to the statutes
2. Nomination and removal of directors
3. Approval of accounts and budgets
4. Dissolution of the Association and consequent allocation of its patrimony
5. Establishment of annual membership fee
Each member of the General Assembly is entitled to one vote.

Art. 12

All decisions of the General Assembly must be taken on the basis of a majority of votes present or represented.
Consequently, 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 two thirds of the majority of the members present or represented. If the assembly lacks the required forum, a new assembly must be convened with a two-thirds majority of votes present or represented deciding on the dissolution and liquidation of the Association.

Art. 13

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.
One member may represent no more than two other absent members at the General Assembly.

Art. 14

A General Assembly must be convened if a fifth of the members submit a written request by registered mail to the Board of Directors, including an agenda.

Art. 15

The General Assembly may appoint a Medical Director. His function consists of coordinating the collection, preparation and delivery of the homografts. He is also responsible for Research and Development.

IV. BOARD OF DIRECTORS

Art. 16

The General Assembly elects within itself a Board of Directors of at least three persons, of whom at least one is a Belgian citizen.

Art. 17

The Medical Director must be present at all meetings of the Board of Directors. He only has advisory power.

Art. 18

Decisions of the Board of Directors must be taken by a majority of directors present or represented. A Director may only be proxy for one absent Director.

Art. 19

The Directors elect among themselves a president and one or more vice-presidents. The president is elected for a single three-year term. However, he may be re-elected after a three-year absence of office. Board meetings are presided by the president or in his absence by the vice-president.

Art. 20

Directors are elected for a three-year term, renewable by the General Assembly. However, at the first General Assembly, half of the Directors are elected for a two-year term only.

Art. 21

The Board of Directors meets at least twice a year at a location specified in a letter from the president, which also includes an agenda.
The Board of Directors must convene if requested by half of the members in writing to the president, with a proposed agenda.

Art. 22

The Board of Directors exercises all powers, as attributed by the General Assembly, in fulfilling the Association’s objectives: in particular, it has a broad scope of authority in managing and administering the Association; it represents the Association to third parties; it decides on actions to be taken and the presentation of any appeal to any jurisdiction; and it represents the Association in all procedures, both as defendant and as plaintiff.
More specifically, the Board of Directors exercises all power in hiring organizational staff and using material resources as necessary for the achievement of the Association’s goals.

Art. 23

The president or a specially designated director represents the Association both as defendant and as plaintiff, in all jurisdictions.

Art. 24

No personal obligations are imposed on the directors as well as the president of the Board concerning the commitments taken by the Association.

Art. 25

Minutes of the meeting of both the General Assembly and the Board of Directors are signed by the presiding officer.
Extracts and copies for legal or other purposes are signed by a director as well.
All acts, which bind the Association, are signed by a director and the president, who have no obligation to prove their capacity to a third party.

V. ASSETS AND RESOURCES

Art. 26

The Association derives its resources from membership fees, grants (public and private), donations and bequests, and from the fruit of its activities.

VI. ACCOUNTS, BUDGETS AND LIQUIDATION

Art. 27

The General Assembly designates a commissioner to control the Association’s budgets and accounts and to provide reports on this matter.

Art. 28

At each of its annual meetings, The General Assembly approves the previous year’s accounts and the budget for the coming year as proposed by the Board of Directors.
The fiscal year opens on the first of January and closes on the 31st of December of each year. The first fiscal year begins today and closes on December 31st, 1988.

Art. 29

In case of dissolution of the Association, liquidation is carried out by a liquidation Board composed of the directors in office at that time. The assets (credits) are transferred to one or more institutions, of which the aims are similar to those of this Association.

VII. ETHICS

Art. 30

No payment shall be required for the human tissues, but the Association may require refunding of expenses made, namely for harvesting, transportation and treatment of the homografts.



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