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Articles of Association

Designation - Term

The Association is known as the Cercle de Lorraine/ Club van Lotharingen. This designation must invariably be preceded or followed by the initials “asbl” [non-profit making association].

The Association is constituted for a limited term.

Head Offices

The head offices of the Association are located at 1000 Bruxelles, place Poelaert. + 32 2 374 65 25

Aim and business

The not for profit goal pursued by the Association comprises participation, by any possible means, in the conservation and improvement of all exceptional properties, such as outstanding dwellings and gardens, whether historic or contemporary, so as to contribute to their preservation, restoration and development for tourism purposes as well as to the promotion and cultural influence of their heritage.

To achieve its purpose and bring together the assets needed to this end, the business of the Association was to establish a business club, based in Belgium. The club would carry on its activities under the names “Cercle de Lorraine” and/or “Club van Lotharingen”.

The Association may take any actions relating directly or indirectly to its goal. It may also provide its support to and become involved in any activity meeting objectives similar to its own.

It may provide financial assistance, in the form of donations, loans, advances and subsidies in respect of operating losses, or take stakes in any individual or corporate entity which contributes directly or indirectly to or assists in the achievement of its goal.

Full members

The number of full members may not be less than three.
Any person admitted in this capacity by a qualified majority of 75% of votes at the General Meeting shall be deemed a full member.

Associate members

Two categories of associate members are hereby created:
- Associate members, and
- Honorary associate members.

1. Any person admitted in such capacity by decision of the Board of Directors or of any body to which the Board of Directors delegates this task, shall be deemed an Associate member. Such person shall enjoy the title "Member of the Cercle de Lorraine" or "lid van de Club van Lotharingen".

2. Any person admitted in such capacity by decision of the Board of Directors shall be deemed an Honorary associate member. Such persons shall enjoy the title "Member of the Cercle de Lorraine" or "lid van de Club van Lotharingen".
The Association’s Board of Directors may also designate from amongst its Honorary Associate Members, for a term of office that it shall determine, certain persons who appear outstanding in terms of their respectability or commitment to the defence of the Association’s values and grant them the title "President of the Cercle de Lorraine", "Vice-President of the Cercle de Lorraine", "Voorzitter van de Club van Lotharingen" or "Vice voorzitter van de Club van Lotharingen".

Associate members, Honorary associate members, Presidents and Vice-presidents, Voorzitter van de Club van Lotharingen and vice-voorzitter van de Club van Lotharingen shall not enjoy, either individually or jointly, any management or representative powers in relation to the Association, except on a formal basis. They are not therefore liable in respect of the management of Association and may not be so held, since the titles they bear are exclusively honorary or formal.

Procedures for admitting Associate members

The admission of new Associate Members is subject to the following procedures or conditions:
- submission to the Association Secretariat of an application for membership on the appropriate form;
- acceptance of the application by:

o The Board of Directors or the body to which it has delegated this role with respect to an applicant for membership as referred to in Article 5.1 of the Articles of Association;

o The Board of Directors in respect of an applicant member as referred to in Article 5.2 of the Articles of Association.

The decision referred to above shall be take into account the size and reputation of the business within which the applicant is professionally active and the significance of the position he holds as well as his reputation and respectability;

- In respect of Associate Members as referred to in Article 5.1 of the Articles of Association, payment of such one-off entry fee as the General Meeting may, on the advice of the Board of Directors, decide to introduce. This fee may not exceed €5,000, a sum to be up rated on 1 January each year on the basis of the Health section of the Consumer Prices Index of September 2008 and the Sepember preceding the indexation. Where a fraction of a euro occurs, this shall be rounded upwards;
- For these same members, the payment of the annual subscription referred to at Article 9, through which they consolidate their compliance with the Articles of Association and the internal rules of the Association they wish to belong to.
Payment of the membership subscription shall constitute compliance with these Articles of Association.

Finality of Admission decisions

Decisions regarding the grant or refusal of admission to an applicant for membership, in whatever category, shall be final and must not in any instance or in any way be explained. 

Resignations - expulsions

Whichever categories they belong to, members are free to resign from the Association at any time by submitting their resignation to the Association’s Board of Directors in writing. Such a resignation shall be effective from the date the notice of resignation is received. The relevant portion of any subscription the resigning member has paid in advance shall not be reimbursed to him.

A full member may only be expelled by a 75% majority of the votes cast or represented at the General Meeting, on the basis of a proposal by the Board of Directors.

The expulsion of an Associate member shall be decided by a simple majority of those present at the relevant meeting of the Board of Directors. In respect of members referred to at Article 5.1 of the Articles of Association, expulsion may be decided, in the same way, by any body to which they Board of Directors may have delegated the task of admitting members.

Any Associate Member who fails to pay the subscription he owes by the end of the month following the month when the deadline specified in subscription request falls due, shall be deemed to have resigned.

In all cases, an expulsion shall be notified to the person concerned by registered letter sent by post and shall take effect on the date the said letter is sent.

Any expulsion decisions taken by the Board of Directors, by the body to whom it has delegated its powers and by the General Meeting shall be final and shall not in any instance or any way be explained. The relevant portion of any subscription the expelled member has paid in advance shall be reimbursed to him.

Subscriptions

Associate members shall pay an annual subscription fee determined by the Board of Directors. This fee may not exceed €5,000, a sum to be up rated on 1 January each year on the basis of the Consumer Prices Index of September 2008 and the September preceding the indexation. Where a fraction of a euro occurs, this shall be rounded upwards.

The Board of Directors may, on the basis of criteria it shall freely determine, permanently or temporarily exempt certain Associate Members from the payment of the subscription fee.

General Meeting

The General Meeting shall be composed of solely of full members.

The Ordinary General Meeting shall take place annually, at Headquarters, on the fourth Thursday of the month of May, or, if this is a public holiday, the day immediately following, and shall be convened by the Chairman of the Board of Directors or the delegated Administrator.

The General meeting may also be convened by the Board of Directors in any circumstances laid down by law or the Articles of Association: it must be convened if at least one fifth of the full membership has so requested.

The General Meeting shall have the powers attributed to it by law or these Articles of Associations.
It shall rule on:
- any amendment to the Articles of Association;
- the appointment or dismissal of any administrators and, as necessary, auditor(s);
- the determination of any remuneration payable to the auditor(s);
- the admission, expulsion or acceptance of any full member;
- the approval of the annual accounts for the previous tax year and the budget for the tax year to come;
- payments made to administrators, deputy administrators and any auditor(s);
- The voluntary winding-up of the Association.

Only full members shall be called to attend General Meetings. They may only be represented at such meetings by another full member. A full member may represent a maximum of two of his colleagues.

Invitations to attend shall be issued by letter missive, facsimile or email, sent at least eight days prior to the General Meeting and including the Agenda.
Save in instances where the law or these Articles of Association require a special majority, decisions shall be taken on the basis of a simple majority of the votes of full members present or represented.

Every full member shall have on equal vote. In the event of a tied vote, the Chairman’s vote shall be decisive. The Chair of the General Meeting shall be the Chair of the Board of Directors or, where this is not possible, the oldest member present at the General Meeting.
Provided all the full members are present, the General Meeting may vote on items not included in the Agenda.

The minutes of General Meetings shall be kept in a register provided for this purpose and signed by at least two full members. This register shall be kept at the Headquarters of the Association where it may be consulted by any full member, by administrators or any interested third parties.

Members: Gaël Cruysmans, Philippe de Halloy, Alexandra Jourdain, Diego Jourdain, Emmanuel Jourdain, Stéphan Jourdain, Michel de Laminne, Juan Le Clercq, Bertrand Mignot, Jean-Paul van der Rest, Cédric de Vaucleroy, Caroline Wehrens, Yves Zeegers-Jourdain

Financial year

The financial year shall begin on the first day of January and end on the 31th of December.

Board of Director - powers

The Association shall be administered by a Board of Directors, which shall operate collegially.

Without prejudice to the provisions of the law, the Board of Directors shall be composed of at least three administrators appointed by the General Meeting from amongst the full and associate members, or from outside, and such appointments may be revoked by the General Meeting. The term of their mandate, which is renewable, is set at 4 years and shall be exercised free of charge.
Any administrator shall put his mandate at the disposal of the General Meeting immediately following the date when he attains the age of 70 years.

The Board shall designate from amongst its members a Chair, a Deputy Administrator, a Treasurer and a Secretary.

The Deputy Administrator shall be personally responsible for day to day management and shall in this capacity undertake any action necessary to the proper operation of the Association. Thus, in particular, he shall enjoy the power, on the sole basis of his signature, to contract all types of loans and to commit the Association as applicant or respondent before the courts as well as the capacity to buy, sell, rent out or mortgage any property held in full ownership or on lease by the Association. He shall be chosen from within the Board of Directors who may appoint or dismiss him. The amount of any remuneration he may receive shall be determined by the Board of Directors.

The Board of Directors shall hold the widest possible powers to administer and manage the Association, as well as any powers not specifically attributed to the General Meeting by law or by these Articles of Association.

It may appoint various Committees, each being composed of at least two administrators:

1. A “Voting Committee” responsible for ruling on membership applications submitted by the applicant members referred to in Article 5.1 of these Articles of Association;
2. An “Auditing and Remuneration Committee” the role of which shall be to monitor accounting, to cooperate closely with any auditor(s) and to check that the remuneration paid to the Association’s managers is in accordance with market rates;
3. An “Appropriations Committee” that shall be empowered to consider requests for the grant of any subsidies, aid, gifts and support in the context of the benevolent aims pursued by the Association.

Any recommendations made by the “Appropriations” and “Auditing and Remuneration” committees shall be submitted for the approval of the Board of Directors.
Any documents that bind the Association shall, unless this power is specially delegated by the Board of Directors, be signed by the Deputy Administrator acting alone or by two administrators.


Administrators shall not be obliged to provide proof of their powers to third parties.
Any delegation of powers provided for in these Articles of Association carries with it the delegation of a power of signature within the limits of the delegated powers.

Save where the law or these Articles of Association provide otherwise, the decisions of the Board of Directors shall be taken by a majority of the votes of the administrators present or represented. In the event of a tied vote, that of the Chairman, or in his absence, of the administrator representing him, shall be decisive. Each administrator may cause himself to be represented by another administrator. An administrator may represent a maximum of two of his colleagues.

The minutes of the Board of Directors shall be kept in a register provided for this purpose and signed by at least two administrators. This register shall be kept at the Headquarters of the Association where it may be consulted by any full member and by the administrators.

Liquidation

In the event that the Association is liquidated, any net assets shall be transferred to a non-profit making organisation pursuing a goal similar to that of the Association or, where this is not possible, the non-profit making organisation that has the goal closest to that which the Association would have pursued were it still operating.

In the event of voluntary winding-up of the Association, the General Meeting shall designate the liquidator or liquidators, set their remuneration and choose the entity that is to receive any net assets.

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