ARTICLE 12: BOARD

Article 12.1

Each Member shall be represented on the Board by one representative of its own choosing (“Representative”).

Article 12.2

The Board shall have the exclusive right to decide upon any of the following matters:

  1. The admission of any person as a Member of the Organization;
  2. Altering the name of the Organization;
  3. Altering these Articles of Association, any Internal Rules of the Organization, or any other constitutional document of the Organization;
  4. Granting any person status as an OpenWIS® Partner;
  5. Agreeing the terms on which the OpenWIS® software shall be licensed;
  6. All matters relating to the finances of the Organization.

Article 12.3

The Organization shall in each calendar year hold at least one Board Meeting (the “Annual Meeting”) in addition to any other Board Meetings in that year (“Extraordinary Meeting”) and shall specify the meeting as such in the notices calling it. The Annual Meeting shall be held at such place as the Board may decide before the month of July, in accordance with the Internal Rules. An Annual Meeting must always be held at such a time as will allow the annual accounts of the Organization to be prepared and approved in a timely manner in accordance with Belgian law.

Article 12.4

Major items of policy shall be discussed and decided at the Annual Meeting, including the establishment of projects, formation of subsidiary bodies, and review of work, with guidance for the Steering Committee and Technical Committee for the coming year. If useful or necessary, such items can also be discussed in an Extraordinary Meeting.

Article 12.5

The Annual Meeting shall receive reports and recommendations from the Steering Committee. The annual accounts of the previous financial year as well as the budget for the following year shall be submitted for approval to the Annual Meeting. The membership fees, subscriptions and contributions shall be fixed by the Annual Meeting. If the Annual Meeting fails to approve the amount of the membership fees, subscriptions and contributions, the amounts from the previous year shall remain in force.

Article 12.6

The Annual Meeting shall appoint, when required, a Chairperson, a Vice-Chairperson and a Treasurer of the Organization (respectively, the “Chairperson”, the “Vice-Chairperson” and the “Treasurer” and collectively the “Managing Directors”) for two years, eligible for re-election for two years. The Chairperson and Vice-Chairperson shall be selected from amongst the Representatives. The Chairperson, the Vice-Chairperson and the Treasurer shall be appointed by a simple majority of those Representatives present and voting.

Article 12.7

The Organization shall always have three (3) Managing Directors, comprising a Chairperson, Vice-Chairperson and Treasurer. If a Managing Director has resigned or is dismissed and a new Managing Director needs to be appointed, the new Managing Director shall be appointed by resolution of the Board in an Annual Meeting or Extraordinary Meeting. If a Managing Director needs to be appointed in place of a Managing Director who has resigned or been dismissed, such new Managing Director shall be appointed for the remainder of the term of office of the Managing Director who resigned or was dismissed. The replacement Managing Director shall be appointed by a simple majority of those Representatives present and voting at the Annual Meeting or Extraordinary Meeting at which the replacement is put forward for election. A replacement Chairperson and/or Vice-Chairperson shall be selected from amongst the Representatives.

Article 12.8

Any Managing Director may resign his or her office prior to the expiry of his or her term by giving written notice to the Board. However, such Managing Director shall remain in office until his or her replacement has been appointed

Article 12.9

Any Member may call an Extraordinary Meeting. The date of such meeting should be decided within three (3) weeks of receipt of the request.

Article 12.10

A Board Meeting called for the passing of any resolution shall be called by at least thirty-one days’ notice. An Extraordinary Meeting may be called by shorter notice if all the Members agree. The notice shall specify the time and place of the meeting and the general nature of the business to be transacted and, in the case of the Annual Meeting, shall specify the meeting as such.

Article 12.11

Except where these Articles of Association expressly require any matter to be decided unanimously, or by a simple majority, motions raised at a Board Meeting shall be carried by a three-quarters majority. Each Member has one vote.

Article 12.12

The admission of a new Member to the Organization shall be a matter that requires a unanimous decision of all the Representatives present.

Article 12.13

The exclusion of a Member from the Organization shall be a matter that requires the unanimous decision of all the Representatives except the Representative of the Member whom it is sought to exclude.

Article 12.14

The dismissal or removal from office of a Managing Director shall be a matter that requires the unanimous decision of all Representatives except the Representative whom it is sought to dismiss or remove (in the case of a decision to dismiss or remove the Chairperson or Vice-Chairperson), or except the Representative of any Member linked to the Treasurer in case of a decision to dismiss or remove the Treasurer. In addition, any Member may request the dismissal of a Managing Director in court, in which case the court shall decide whether there are any severe grounds to dismiss the Managing Director in question. If the court finds that there are such grounds, the Managing Director in question shall be dismissed only after delivery of a court order.

Article 12.15

A Representative may represent up to one (1) other Member, besides the Member which appointed him or her, at a Board Meeting. A written proxy, signed by the Member giving the proxy, shall be required for that purpose. The represented Member(s) shall then be considered as present.

Article 12.16

A meeting of the Board shall be quorate if at least three-quarters of the Members are present. Representatives may be assisted by advisers at meetings of the Board.

Article 12.17

The Board in Annual Meeting or Extraordinary Meeting shall from time to time make and adopt, alter, supplement or repeal the Internal Rules as it shall deem appropriate for the proper conduct of the Organization.

Article 12.18

Resolutions of the Annual Meeting and Extraordinary Meetings shall be recorded in writing and be open to all Members for inspection.

Article 12.19

Third parties (including Partners) may ask to be informed about the resolutions of the Annual Meetings and Extraordinary Meetings. Their written request, giving reasons, should be sent to the Board, which is solely authorized to deal with the request.

Article 12.20

The Organization is validly represented towards third parties or in justice by the Chairperson and/or the Vice-Chairperson or, if upon special mandate by the Board, by another person. Such decision to grant a special mandate, if any, shall be published in the Belgian State Gazette.