Statutes

TRANSLATION INTO ENGLISH OF THE STATUTES OF THE
Non-profit making international association:
“Eurhodip”
Head office: 40, rue Washington at 1050 Brussels
CONSTITUTION

6th February 2007,

We, Maître Bertrand NERINCX, Notaire associé, associated with the company “James Dupont, Bertrand Nerincx, Jean Vincke, Notaires associés”, having its head office at 1040 Bruxelles, rue de l’Industrie, 24, registered under number 0.476.479.539.

1°) Mr Alain SEBBAN, born in
on
of French nationality, personal address: 26, chemin Moulin Carron à 69130 Ecully, France;

2°) Mrs Helena CVIKL, born in
on
of Slovenian nationality, personal address Koroska Cesta 069 in Maribor in Slovenia.

The present parties, founding members, asked us to draw up the present statutes of a non-profit international association, which they declare they are establishing in accordance with the Belgian law of 27 June 1921 on non-profit making associations, non-profit making international associations and foundations

Title I – Name, registered office, objectives, duration  

Art 1: Designation

The present parties establish, under title III of the law of the 27 June 1921 on non-profit making associations, non-profit making international associations and foundations, an international non-profit making association, called “Eurhodip”.

Art. 2: Registered Office

The registered office of the association is located in the judicial area of Brussels, at 1050 Brussels, 40, rue de Washington.

The registered office can be transferred by the decision of the general annual meeting in any other place in Belgium, in accordance with the law concerning the use of languages in administrative matters.

Art 3: Objectives and Activities

The non-profit making objective of the association is to promote European education in hospitality and tourism.

The activities that the association intends to implement in order to reach the set objective are the following:

  • issuing European diplomas;
  • organising seminars for teachers;
  • publishing handbooks concerning European education;
  • organising conferences in relation with people working in the hospitality and tourist industry;
  • the coordination of internships throughout Europe;
  • issuing a quality label, and any other activity with direct or indirect bearing on the above mentioned  objective.

Art 4: Duration

The association is created with no time limit.

Title II – Members

Art. 5: Member status

The association is open to Belgian people and foreigners.

  • The association is composed of candidate members, full members, observing members and associate members.
  • Candidate members are the hotel and tourism Schools, Universities, Institutes and Training Centres from the member states of the Council of Europe which apply for membership to the association.
  • Full members are the candidate members, who, after a one to three year period, have been admitted by the general assembly at the recommendation of the board of directors.
  • Observing members are the various associations or federations as well as the natural persons who give their support to the association. These members, when they are legal entities, appoint their representative.
  • Associate members are the hotel and tourism Schools, Universities, Institutes and Training Centres which are not member states of the Council of Europe, and which are admitted by the annual general meeting at the recommendation of the board of directors

 Art 6: Admission, members’ rights

 a) Admission

In order to become a full member, the candidate member is required to draw up an accreditation file in consultation with his/her country’s representative in the board of directors. Subsequently, said representative will submit this application to the board of directors. The board of directors issues a recommendation which is to be ratified by the General Assembly with a two-third majority of the full members, present or represented.

 b) Members’ rights and privileges

The candidate member attends the annual general meeting with a consultative voice. He/she receives all information concerning the association and participates in the association activities. He/she is neither entitled to participate in the organisation of examinations nor to make use of the promotional elements of Eurhodip.

  •  The full member has voting rights. He/she is entitled to participate in all the association activities and make use of the promotional elements of Eurhodip.
  •  The observing members has the same rights as the candidate member with the particularity that he/she is entitled to mention, at his/her own discretion, the fact that he/she is an observing member of the association.
  • The associate member is entitled to attend the annual general meeting with a consultative voice. He/she is authorised to participate in all the association activities and to use the association promotional elements.

Art 7: Exclusion and resignation

The board of directors may propose the exclusion of a member. The annual general meeting rules, with a two-third majority of the full members present or represented.

The defence of the concerned member may be heard during the said annual general meeting.

Members who cease to be part of the Association, in whichever way, lose all rights on the social fund.

The member who has not paid the annual contribution is automatically considered as a resigning member.

Title III – Resources

Art 8:  Resources

The financial resources of the association are made up of:

  • the annual membership fee paid by members, as proposed by the board of directors and voted by the annual general meeting;
  • the registration fees of the candidates for a diploma;
  • subsidies, grants and legacies;
  • all other revenues directly or indirectly related to the objective of the association.

The annual general meeting can decide to set up a reserve fund, for which it will determine the amount and the conditions of the contribution of each member.

Title IV – General management body (general assembly)

Art 9: Attributions

The general assembly has all powers necessary to achieve the objectives and to carry out the activities of the association.

It gathers all the members of the association. Only members with voting rights are entitled to vote.

The following actions are within the general assembly exclusive competence:

a) approval of the budget and yearly accounts;

b) appointment, with a simple majority, of the members of the board of directors and of the auditor(s) when the association has to appoint them;

c) granting a discharge to the members of the board of directors and the auditor(s) if there is any;

d) fixing of membership fees,

e) modification of statutes;

f) exclusion and admission of members;

g) approval of the board of directors annual report and plan of actions;

h) all cases required by law.

In case there is not an annual general meeting, the general assembly shall proceed to the approval of the accounts and the budget during the very next meeting following the making out of the accounts by the board of directors.

Moreover, the general assembly can grant the outgoing president the honorary title of his function. The honorary president will take part in the board of directors as an observer.

 It can also grant outgoing members of the board of directors the title of honorary member.

 Art 10: Convening and agenda of the annual general meeting

The general assembly shall meet once every two years at least.

On the board of directors’ invitation, the general assembly legally meets either at the registered office or in any other location mentioned on the convening letter, and shall be chaired by the president of the board of directors.

The convening letter shall be sent to members by post, fax, mail or any other means of communication at least 15 days before the date of the annual general meeting and shall include the agenda.

The president of the board of directors shall chair the annual general meeting.

An extraordinary annual general meeting can be summoned on the formal request of at least one third of the full members or of the board of directors.

 Art 11: Proxies

Members with voting rights can be represented at the annual general meeting by another member bearer of a proxy.

Each member having voting rights cannot hold more than three proxies.

Art 12: Decision-making

Every full member has one vote only.

The general assembly shall deliberate legitimately only if one third of members are attending or virtually attending in accordance with the possibilities of distance voting provided for in the present article, or represented.

Decisions can also be taken by the general assembly on the basis of the votes sent by mail or any other new information technologies virtual means.

Except for the cases expressly provided for in the present statutes, resolutions are passed with a simple majority of members with voting rights (full members), present (physically or virtually) or represented, with all full members being notified thereof. The assembly shall rule exclusively on the items mentioned on the agenda except when all the full members are present or represented.

The resolutions of the general assembly are recorded in a register signed by two members and kept at the registered office and at the disposal of all the members of the association.

Art 13: Amendments to the statutes, dissolution

Without prejudice to articles 50§3, 51§2, and 3, 55 and 56 of the law on non-profit making associations, non-profit making international associations and foundations, any proposal intended to amend the statutes or aimed at the dissolution of the association must be initiated by the board of directors or by one-third of the embers with voting rights who have paid their membership fee.

The board of directors shall inform the members with voting rights of the date of the annual general meeting which will rule on the aforesaid proposal, at least 15 days beforehand.

The general assembly can only legitimately deliberate if half full members are present or represented.

In the event there is not a quorum, a new General Assembly shall be convened, which shall deliberate regardless of the number of attending full members.

No decision shall be taken if it is not voted with a majority of two thirds of the full members whether they are present or represented.

Title V – Board of directors (administration body)

 Art 14: Composition of the board of directors

The Board of Directors elected by the general assembly is composed of a national delegate, appointed by each country’s members with voting rights and a number of members who are co-opted by the board of directors, half of them being members with voting rights at the general assembly. The number of co-opted members cannot exceed the number of national delegates.

 Art 15: Duration of the mandate – expiry of mandate and dismissal

The duration of the mandate of the director is of three years.

Outgoing directors can be re-elected.

The mandate expires on death, resignation or exclusion.

The members of the board of directors can only be dismissed by the general assembly, ruling with a two third majority of members with voting rights, present or represented.

Art 16: Executive committee

The board of directors elects an executive committee among its members; it is composed of a president, a first vice-president, several vice-presidents, a secretary general, a treasurer, and possibly an assistant secretary general and an assistant treasurer.

The board of directors – with the approval of the general assembly – proposes to appoint a permanent expert who can assist the executive committee in its duties for the whole duration of the mandate.

He/she will attend with a consultative voice.

Art 17: Convening and quorum

The Board of Directors shall meet, at least once a year, on the president and the secretary general’s invitation.

The board of directors can only validly rule if half the members are present or represented.

Each director can hold a single proxy.

Art 18:  Attributions

With the exception of powers explicitly reserved to the general assembly, the board of directors shall exercise all management and administrative powers. It looks after the well-balanced representation based on the nature of member schools.

It may, either wholly or partially, assign day-to-day operational management to the president, the secretary general or any other director who shall be expressly appointed for this task.

Art 19:  Decision-making

The resolutions of the executive committee and of the board of directors shall be made by the majority of present or represented members.

Decisions can also be made on the basis of votes sent by mail or any other new information technologies virtual tools.

In the event of a tie in the votes, the president shall have the deciding vote.

Resolutions shall be recorded in a register signed by two members, kept at the registered office of the association and available to the members of the association.

Title VI –Representation of the association

Art 20:  Representation of the association

Except for cases governed by a special proxy, all the acts which bind and commit the association, shall be signed by the president and a member of the board of directors, both of whom shall not have to justify to third party the powers given to this aim.

The association shall be represented within the limits of the day-to-day running by the president acting on his own or, if he cannot, by the treasurer acting on his own.

Legal actions, as claimant as well as defendant, are followed by the board of directors represented by the president or by a director appointed by the president to this aim.

Title VI –  Committees

Art 21: committees

The general assembly is authorised to set up committees in accordance with the objectives of the association.

The organisation and the activities of these committees reside under the responsibility of the general assembly.

Each committee is presided over by a president, assigned by the general assembly for a three-year term of office.

Each committee is composed of members with voting rights, candidate members, observing members and associate members.

Except for particular cases, all committee members have voting rights.

Each committee determines its own action plan, for which it reports to the board of directors and the general assembly.

The executive committee coordinates all committee activities.

Title VIII – Financial management

Art 22:  Financial year and accounts

The financial year starts on the first day of January and finishes on the thirty-first of December of each year.

In accordance with article 53 of the Belgian law on non-profit making associations, non-profit making international associations and foundations the accounts of the previous year as well as the budget for the coming year are drawn up by the board of directors every year and submitted before the general assembly for approval during the very next meeting.

The general assembly appoints two auditors. They check financial management and draw up an annual report.

The board of directors shall submit said report as drawn up by the two auditors to the general assembly for approval as well as the annual accounts in order to obtain discharge for its financial management over the accounts and balances.

In cases provided for in article 53 § 5 of the aforesaid law, the board of directors gives the daily financial running to one or several auditors, members of the Institut des réviseurs d’entreprises (institute of corporate independent auditors).

The accounts shall be registered in accordance with the law.

Title IX – General provisions

Art 23:  Internal rules and regulations

In conformity with the law, all matters which are not provided for in the statutes in hand may be settled by internal rules and regulations. Said internal rules and regulations shall be proposed by the board of directors and approved with a two-third majority of the voting members, present or represented in the general assembly.

Art. 24: Dissolution

In case the association should be disbanded, the general assembly shall appoint one or several liquidators, specify their powers and mention how to allocate net assets.

This amount shall be allocated to an institution or an association with similar purpose.

The decisions taken by, as well as the names, functions and addresses of the liquidator(s) shall be published in the appendix of the Belgian Moniteur.

Art. 25: Common law

All matters which are not explicitly provided for in the statutory provisions shall be settled by the law of 27 June 1921 on non-profit making associations, non-profit making international associations and foundations.

Statutory provisions which would turn out to be incompatible with the new legal provisions in force and mandatory shall be considered as not written

Transitory provisions

The founding members make the following decisions which will only take effect on the date of the royal order recognizing the association.

First financial year: as an exception to article 22, the financial year of the first year of the association shall start on the day of the publication of the royal order and shall end exceptionally on the 31 December 2008.

Then, every financial year shall start on the first January and end on the thirty-first December of the same year.

The members of the board of directors: are appointed as directors for a three-year period:

Mr Alain Sebban, aforesaid, present and who accepts:

Mrs Helena Cvikl, aforesaid, present and who accepts:

The founding members honestly consider that, in terms of size, the association shall not meet the requirements enacted in the law which imposes the appointment of an auditor, and, consequently, they decide not to appoint any.

Resumption of the commitments made in the name of the association being set up:

All the commitments as well as the resulting obligations, and all the activities undertaken since

by one or the other party on behalf of and for the account of the association being formed are resumed by the association presently formed .

However, this resumption shall take effect only when the association will have acquired legal status.

BOARD OF DIRECTORS

At present, the newly appointed directors hold the present board of directors and decide unanimously to appoint:

Mr Alain Sebban, aforesaid, as President of the board, and he accepts;

Mrs Helena Cvikl, aforesaid, as Secretary General, and she accepts.

ATTESTATION DRAWN UP BY A NOTARY PUBLIC

The notary public testifies the compliance with the provisions mentioned in title III of the law of the 27 June 1921 on non-profit making associations, non-profit making international associations and foundations.

IDENTITY CERTIFICATE

The notary public who is drawing up the formal document certifies that in the light of the identity documents provided for by the law, the name, forenames, places and date of birth of the parties are exact as they appear in the present documents.

EXPENSES

95 Euros duties paid by the notary public Bertrand Nerincx.

Duly noted:  

Drawn up and signed in Brussels, in the notary office.

Date : as above mentioned

The parties We declare that they have read the project of the present act, at least 5 working days before the signature of the present documents.

After a commented reading, of all the parts of the act concerned by the law, and of the other provisions, the parties have signed with Us, Notary.