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
members 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 years 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 Associations 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 Associations 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 Associations 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 Associations
budgets and accounts and to provide reports on this matter.
Art.
28
At each
of its annual meetings, The General Assembly approves the previous years
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.
