Articles of Association

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Introduction

Article 1

The undersigned,

Legal persons: name, legal form, address registered office + by whom they are duly represented (name, place of birth and place of date)

hereby declare to incorporate by this act an international non-profit association in accordance with the law of May 2nd 2002 (hereafter non-profit association law) with the following articles of association.

Title I Name – registered office – objective - duration

Article 2

The international association bears the name “HomeCare Europe”.

Article 3

The association is established in Poststraat 44 in 1210 Brussels and comes under the legal district Brussels, Commercial Tribunal.

Article 4

The association has non-restrictive the following objectives:
  1. To support, promote and develop home help, home care services to support people in there own homes and commities in the member countries of the EU.
  2. Support, promote and develop in countries that are not an EU member the right of the individual to live and die at home, disregarding illness, age, disability or social environment.
  3. Influence the contacts between the relief organisations, make known and defend the interests and visions with the authorities of the European Commission, support scientific research concerning the problems in the field of home care and home help. And all of this in the interest of the person receiving care and those providing, managing or commissioning the care.
  4. Improve, develop and support the quality of the services to support people in there own homes and communities.
  5. Organise all activities that are necessary in order to achieve the objective, for instance by launching projects, creating technical working groups, developing and promoting training and retraining programmes, issuing publications and organising workshops and congresses.
  6. To promote the rights of people to exercise choice and control in determining the care provided to them
  7. To share best practice across member states

Article 5

The organisation is being incorporated for a term of indefinite duration.

Title II Members

Article 6

The organisation is open to Belgianorganisations and organisations based in European countries, active in the field of health and social care as described in article 4. The number of members is unlimited, but should be no less than two. The members are legal persons (organisations) established according to the laws and rules of the country of origin. The organisation exists of 2 types of members:
  1. Active members

    Full members are the active members. Membership is 100% voluntary. The undersigning founding members are the first active members. The fullness of membership, with the inclusion of the right to vote at the general assembly, is exclusively the reserve of the active members. Active members are defined as those members who undersign the present articles of association upon incorporation and those whose name is listed in the membership register which is kept at the organisation's registered office. Legal provisions shall only apply to the active members.

  2. Candidate members

    An applicant member will file a written application to the chairman of the board of directors. This written application must contain the necessary information concerning the organisation and an acceptance of the articles of association and decisions of the general assembly.

    If the board accepts, there will be a period decided and announced by the board in which the organisation is a candidate member. The final decision shall be taken by the general assembly. The board of directors will appeal to the general assembly for the admission of a new member.

    Candidate members have no voting right.

Article 7

The members of the association are obliged
  1. to respect the articles of association and the potential rules and regulations, as well as the decisions of the bodies.
  2. not to prejudice the interests of the association or of one of its bodies.
The membership fee for active members will amount to € 300 a year.

Article 8

The memberships can be terminated by:
  1. exclusion

    After having heard the representative of the organisation concerned, the board of directors may propose the exclusion of the members.

    The general assembly decides about the exclusion by a ¾ majority of the votes of the attendant members. The exclusion happens automatically after not paying the fee for 2 years.

  2. resignation and withdrawal

    Each member is at liberty to resign and withdraw from the organisation at any point in time. Such resignation is required to be brought to the attention of the board of directors in writing by way of registered delivery. Any such resignation shall take effect one month following the date of registered delivery.

  3. decease or when the member is no longer active

    Resigned or excluded members and their legal successors have no part in the assets of the association and can never claim refund or restitution of the paid contributions or deposits.

Title III Organisation

Article 9

The association is composed of
  1. a general assembly
  2. a board of directors
  3. an executive committee

Article 10 General Assembly

The general assembly consists of all active members and is chaired by the chairperson of the board of directors or by the eldest of the members of the board present.

One representative represents the legal person.

The general assembly is the most important body of the association to which the other bodies must justify their actions. The general assembly is authorised to lay down the general policy of the association.

The functions or responsibilities which are the exclusively reserve of the general assembly are described as:

The general assembly is lawfully convened at least once a year. A second extraordinary meeting is convened when one fifth of the members asks this or at the request of one fifth of the active members.

All active members are invited to attend the general assembly by letter sent by regular mail or by e-mail at least fourteen working days prior to the date of the meeting.

The convening notices will include the agenda.

The general assembly can only meet validly when half of the members are present or represented.

An organisation, which is a member of the association, whose representative cannot attend the general assembly, may give a mandate to another member organization. No member may represent more than 3 votes.

An invitation of candidate members to attend may relate to observing or advising, but not voting.

Apart from the exceptions laid down in these articles of association, all decisions are taken with a simple majority of votes of the members present.

All decisions of the general assembly and of the board of directors are written down in a register.

Article 11 – Amendment of the articles of association

No revision of the articles of association can be carried unless said revision or amendment has been specified on the agenda in detail and only with 2/3 of the members of the general assembly present. The general assembly can only meet validly when 2/3 of the members of the general assembly are present. When the general assembly is not quorate, a second meeting is to be convened in the same circumstances as the first. This second meeting gathers validly and definitely. This second meeting may not be held within 1 month following the date of the first meeting. A 4/5 majority of the votes shall be required in order to modify the stated goal of the association.

Article 12

In the event of voluntary disincorporation of the organisation, the same rules that apply for modifying the stated goal of the association shall be deemed applicable.

Article 13 - The board of directors

The board of directors

The organisation is headed by a board of directors, composed of representatives of the (active) members. In any case, the number of members of the board has to be less than the number of members sitting on the general assembly.

Membership of Homecare Europe will extend both to umbrella organizations and to individual organizations but that it is up to each country to agree how it will be represented.

Term of office duration of members of the board of directors, method of appointment and remuneration of the members of the board of directors

Members of the board of directors are appointed for a period of indefinite duration by the general assembly by simple majority irrespective of the number of members effectively present and/or duly represented. The members of the board hold their office and perform the related duties free of charge.

Termination of term of office and removal of the members of the board

The term of office held by the members of the board is made to terminated by through their dismissal and removal by the general assembly, through voluntary resignation, death through passing away or in case of legal incapacity.

Dismissal by the general assembly is decided by simple majority of the number of members effectively present and/or duly represented. Any such motion however is to be expressly included as part of the general assembly's agenda.

Any member of the board who steps down voluntarily is to advise the board of directors of such intention in writing. Any such resignation shall take immediate effect unless, as a result of said dismissal, the required number of members of the board has fallen below the minimum requirement held out by the articles of association. In said case, the board of directors is to convene the general assembly within a two-month time span with a view to appointing a replacement for the member of the board concerned. Such a general assembly shall equally be required to notify the member of the board concerned thereof in writing.

Convocation of the board of directors

The board of directors is convened by the chairperson or by two members of the board. The board of directors meets whenever required by the aim of the association. The convocations for the board of directors must be signed by the chairperson, the secretary, the treasurer or two members of the board in order to be valid. All members of the board must be convened by letter or e-mail at least 30 working-days before the meeting.

Functions or responsibilities of the members of the board of directors

The board of directors is in charge of handling the organisation's business and duly represents the organisation judicially and extrajudicially. The board is competent to address all matters, with the exclusion of those which have been expressly reserved by law for the general assembly. The board acts as petitioner and respondent in all legal proceedings and decides on whether or not remedies at law are to be resorted to.

The board of directors can only pass legally valid decisions with the majority of the members of the board duly present. However, members may have themselves duly represented by another member at the board of directors. One member may only represent just one other member. If these conditions have not been met, a new meeting with the same agenda is to be called, which can pass legally valid decisions, regardless of the number of members of the board duly present.

Each member has a single vote at the board of directors. Decisions are carried by simple majority of the votes. In the event of a tie, the chairperson (or their representative) has the deciding vote.

The board of directors exercises its mandate as a collegial body.

The members of the board of directors do not commit themselves to any personal obligation and are solely responsible for the execution of their mandate.

Article 14

Meetings of the board of directors are chaired by the chairperson. In the event the latter is unable to attend or absent, the meeting is chaired by the vice-chairperson or the eldest of the members in attendance.

Article 15

Minutes are to be made of every meeting, to be duly signed by the chairperson and the secretary before being recorded as part of a register kept for that purpose. Extracts to be presented as well as all other official documents shall be deemed to have been signed to valid effect when signed by the chairperson and the secretary. In the absence of these two members of the board, two other members of the board may sign such documents to binding and valid effect.

Article 16

The board of directors may elect among its members a chairperson, a vice-chairperson, a secretary, a treasurer and any other office required for the due and proper running of the organisation.

They are appointed by the board of directors - who shall be deemed to be casting a legally valid vote on the matter on condition the majority of the members of the board are effectively present - by simple majority.

Article 17

All binding documents are signed by the chairperson, the secretary, the treasurer or two members of the board in order to be valid. All legal claims, both as plaintiff or as defendant, are carried, prosecuted and accelerated by the board of directors, represented by its chairperson or by a member of the board appointed by the board of directors.

Title IV Funding and accounts

Article 18

The means of the association consist of The organisation's financial year starts on 1 January and ends on 31 December.

Title V Dissolution and liquidation

Article 19

Except in case of judicial dissolution and dissolution by operation of law, only the general assembly may decide to dissolve or disincorporate the organisation. To do so lawfully, 2/3 of the members must be present or duly represented at the general assembly. Moreover, a 4/5 majority is required to consent to voluntarily dissolve the organisation. Any proposal for the voluntary dissolution of the organisation is to be expressly stated on the agenda of the general assembly.

If a 2/3 quorum of members fails to attend or be duly represented at said general assembly, a second general assembly is to be convened which shall lawfully deliberate, regardless of the number of members present or duly represented, with the provision that a 4/5 majority is found to consent to voluntarily dissolve the organisation.

In the event of voluntary dissolution, the general assembly - or in the absence thereof -, the court, shall move to appoint one or several liquidators. The general assembly or the court shall equally determine the powers invested in said liquidators as well as the terms and conditions under which the liquidation is to occur.

After settling any deficits, the assets of the organisation are to be transferred to the non-profit organisations and institutes that have contributed financially to Home Care Europe ivzw, and this pro rata their respective contributions.

Article 20

For all matters which have been not been expressly addressed or regulated by the present articles of association, the Act dated 27 June 1921 as modified by the Act dated 2 May 2002 shall continue to apply.

Thus drawn up and unanimously accepted by the incorporation assembly in 2 copies with each member receiving a copy. One copy is intended for the Board of the Belgian Law Gazette and the final copy is intended to be included as part of the consultation minutes register of the general assembly.