1. Benjamin Henrion,
2. Alberto Barrionuevo García,
3. Your Name here
It has been agreed to constitute a non-profit making association as of laws of 2 May 2002 and of 27 June 1921 whose statutes were determined as follows:
Article 1. The association is named OPEN STANDARDS EUROPE and may also use the abbreviated name of OSE as both elements on its own can designate the association.
Article 2. The registered seat of the association is: Rue Rempart des moines 14/6, 1000 BRUSSELS
The area of jurisdiction is: BruxellesHalVilvorde (BHV)
Any modification to the registered seat must be published in the Appendices of the Belgian Monitor within the current month.
Article 3. The association aims at promoting open standards.
In order to promote its goals, the association will notably:
- Make studies on common issues, draw up reports and participate in conferences;
- Represent the interest of its members;
- Carry out any initiative or activity which is related to its goals.
Article 5. An open standard is a specification that follows those criterias:
i. be adopted and maintained by a non-profit making organization, and with ongoing development based upon an open decision-making procedure available to all interested parties (consensus or majority decision); and
ii. be published, with the specification of the standard available either freely or at a nominal charge, with permission to all to copy, distribute and use it, at no cost or at a nominal fee; and
iii. the relevant patents covering the standard shall be made irrevocably available on a royalty-free basis; and
iv. there are no constraints on the re-use of the standard.
Article 6. The association is created for an undefined period of time.
Article 7. The association is composed of physical and/or moral persons, being effective members, contributing members, honor members or others.
Article 8. There is a minimum of three effective members. The first effective members are the founders who constitute the constitutive General Assembly. New effective members can nevertheless be added. In order to become an effective member, the following conditions have to be fulfilled: addressing a written demand to the Board of Administrators as a physical person, expressing its agreement with the statutes and its desire to contribute in an active manner to the social goal. The Board of Administrators approves the demand, except if the applicant is not in a position to positively contribute to the management. However the status of effective member has to be confirmed by the General Assembly, deciding on a two third majority of votes validly casted.
Article 9. A register of members is kept at the registered office of the association and is made available to all members upon request.
Article 10. The quality of contributing member is granted on request by the Board of Administrators to people who commit themselves to respect the statutes; they contribute to the activities of the association and have duly paid their membership fee. The Board of Administrators can grant the title of honorary member or other to any person who wish to bring its participation to the association.
Article 11. The minimum annual fee to be paid by the effective members is determined by the Board of Administrators.
Article 12. The members are free to withdraw from the association at any time by addressing their written resignation notice to the Board of Administrators.
Article 13. The failure to respect the statutes, the default of payment of contributions at the latest within the current month of the registered mail they received by post, the default of attendance of an effective member, represented or excused, to three consecutive general assemblies, the acts or speeches that would harm the interests or the reputation of the association are reasons that can imply the exclusion of a member; nevertheless, this exclusion can only be pronounced by the General Assembly, on a majority of two third of votes validly casted. The Board of Administrators can suspend the members that are concerned until final decision of the General Assembly.
Article 14. Members that are resigning, suspended or excluded, as well as heirs or legal beneficiaries of the deceased member have no right over the social fund. They cannot claim nor require any report, rendering, sealing, inventory.
Article 15. The General Assembly is the ultimate power of the association. It is formed by all effective members.
Article 16. The General Assembly owns all the powers that are explicitly attributed by law or by the present statutes. The following are notably reserved to its competence:
- the modification of social statutes;
- the nomination and revocation of administrators and treasurers;
- the approval of budgets and accounts;
- the exoneration of administrators and treasurers;
- the voluntary dissolution of the association;
- the admission and exclusion of an effective member.
Article 17. A General Assembly has to be organised at least once a year within the first semester of the civil year. The association can also be organised in an extraordinary General Assembly at any moment, upon decision of the Board of Administrators or on request of at least one fifth of the effective members. Such demand will have to be addressed to the Board of Administrators by email at least three weeks in advance.
Article 18. The Board of Administrators must convene all effective members to the General Assembly, by electronic mail, at least two weeks before the assembly. The notification will specify the day, time and location of the meeting, as well as the agenda. The Board of Administrators can invite any person to attend, either in part or in full, the General Assembly as an observer or a consultant.
Article 19. Each effective member has the right to participate in the Assembly. He/she can delegate his/her representation to another member or a third party, by giving him/her proxy by means of a proxy form duly dated and signed. Each member or third party can use up to two proxy forms at the maximum.
Article 20. All effective members have the right to vote at the General Assembly, each of them having one single vote.
Article 21. The General Assembly can deliberate whatever the number of members attending, present or represented, unless exceptions provided by law or the present statutes. Decisions of the General Assembly are taken on a simple majority of votes previously expressed, unless otherwise provided by law or the present statutes. In case of vote parity, the General Secretary can double his vote. Blank votes, voids or abstentions are excluded of quorum of vote and majority.
Article 22. The General Assembly releases to the members its moral report, its financial report and the minutes from the previous General Assembly. Besides, the General Assembly only deliberates validly on the items written in the agenda announced in the notification, except in case of emergency determined by the Board of Administrators and the General Assembly, deciding on a two third majority of votes validly casted and provided that the discussed item on the agenda does not relate to a change in the statutes; the "miscellaneous" section only covers items that do not require any vote. In order to be added to the agenda, any item should be previously agreed by at least one third of the administrators or a twentieth of the effective members; it must be communicated to the Board of Administrators at least two weeks before the date of the assembly, together with a note explaining the object in a precise and complete manner.
Article 23. Decisions of the general assemblies are countersigned by an administrator, as well as by effective members upon request. They are collected in a register that all effective members can consult at the headquarters of the association without being allowed to move the register, and that third parties with a legitimate interest can consult by extracts.
Board of Administrators
Article 24. The association is administrated by a Board formed by at least two members. Those are nominated for a one-year term by the General Assembly.
Article 25. Outgoing administrators are reelectable. In case of vacancy during a mandate, a temporary administrator can be designated by the General Assembly. In this case, he/she ends the mandate of the administrator he/she is replacing.
Article 26. The board can designate in his core a president, a vice president, a treasurer and a general secretary, or one of them only; the same administrator can be appointed for multiple positions. If the General Secretary is not available, his functions are assumed by the Treasurer or, by default, by the administrator specifically designated for this role by the Board of Administrators.
Article 27. The board gathers whenever the association needs to meet or upon request of at least one of its members. Notifications are made by the General Secretary and/or, by default, by an administrator, by letter, fax, email or even orally.
Article 28. The board deliberates validly when more than half of its members are present or represented. All the decisions of the board are taken by a simple majority of votes, the General Secretary having the possibility to double his vote in case of parity of votes. An administrator can give proxy to another administrator to attend the board meeting, by means of a written proxy form.
Article 29. The Board of Administrators has all the powers for the administration and the management of the association. Are only excluded from its competence, the acts expressed by law or by the present statutes adopted by the General Assembly.
Article 30. The Board can delegate the daily management of the association, with its social signature, to one or more administrator(s) designated among its members and will determine his/their powers. The Board will therefore be able to delegate some of its specific powers to one or more of its members or third parties. Each administrator is entitled to get any package or registered letter at the post office, sign any piece of discharge, accomplish any conservatory act.
Article 31. Decisions of the Board of Administrators are compiled in a register of statements signed by an administrator. This register is kept at the headquarters of the association. Any member having a legitimate interest can consult parts of it but is not allowed to move the register.
Article 32. Legal actions either as a claimant or a respondent are made or supported in the name of the association by the Board of Administrators, acting at the behest and in the best interests of an administrator designated for this specific purpose.
Article 33. By default of any special mention, any administrator validly signs the acts regularly decided by the Board. He/she will not have to justify his/her powers toward third parties.
Article 34. Administrators do not engage any personal obligation related to their position and are only responsible for the execution of their mandate.
Article 35. On decision of the Board of Administrators, it is possible to convey one or more affiliation contracts with one or more non-profit making associations. Assuming that the association would become a subsidiary of the mother association, its members would automatically get -without any additional formality - the status of member of this association, unless they have specifically expressed their opposition.
Social exercise, budget and accounts
Article 36. The social exercise begins on January 1 and ends on December 31 of each year. By derogation, the first exercise begins on January 25 and ends on December 31.
Article 37. The ordinary General Assembly has to submit the account of the closed exercise and the budget for the following exercise for validation on a yearly basis by the Board of Administrators; the assembly can designate one or more controllers to check the accounts of the association and release an annual report.
Article 38. In case of dissolution of the association, the General Assembly designates one or more liquidators, defines their powers and decides how the net assets will be affected to a disinterested social party. The association only may be dissolved in a general assembly with a majority of eight tenths for the valid votes.
Article 39. A list of internal rules can be submitted by the Board of Administrators to the General Assembly. Changes to those rules can only be made by a General Assembly deciding on a simple majority of votes.
Article 40. In case of litigation between members, between one member and the association, between group of members or between members and the Board of Administrators, the litigation will be solved by a group of designated referees as of articles 1676 and following of the Judiciary Code.
Article 41. The General Assembly of the current day has elected in quality of administrators:
1. Benjamin Henrion, (…),
Benjamin Henrion will be in the position of Secretary General.
Done in Brussels, in five original copies, on XX March, 2009.