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Bylaws
Preamble
Preamble BACK TO TOP The Association is a non-profit and non-commercial organisation. Its aims and objectives are to promote and defend the interests of its members by all legal means which may be appropriate at the time. In particular, the Association will not discuss, nor communicate any information whatsoever concerning:
The Association will not make specific recommendations and will not provide any conclusion which may lead one or several affiliated companies to act in an identical or coordinated manner within the market. At the start of each meeting, a neutral legal advisor/the president will read the anti-trust clause above. If any member should raise any doubts regarding the appropriateness of any subject of discussion, prior legal advice should be obtained before proceeding to the discussion of the matter.
Section 1 - Name – Headquarters BACK TO TOP Art. 1 The founders, namely: Philip Morris Belgique P.L.M. S.A.: Chaussée de La Hulpe 189, 1170 Brussels, together constitute a non-profit organisation, in accordance with the law of 27th June 1921, as modified by the law of 2nd May 2002, hereinafter referred to as “the law”, under the name: "BELGILUX ASSOCIATION OF BRANDED PRODUCTS MANUFACTURERS", abbreviated as "B.A.B.M.", hereinafter referred to as "the Association". Art. 2 The headquarters of the Association are established at Avenue des Gaulois 9, 1040 Brussels, in the district of Brussels. The headquarters may be transferred to any other location in this district following a decision by the Governing Board. Any change of headquarters must be registered with the competent clerk of court’s office at the commercial court, with a view to publication in the annexes of the Belgian State Bulletin.
Section 2 - Purpose BACK TO TOP Art. 3 The purpose of the Association is to:
Section 3 - Duration BACK TO TOP The Association is constituted for an unlimited duration. It may be dissolved at any moment by means of decision taken by the General Meeting, as provided for in the law and article 36 of these statutes.
Section 4 - Members BACK TO TOP Art. 5 All manufacturers and/or their companies which operate within Belgium or Luxembourg and whose products are available for sale by rival distributors in accordance with the Treaty of Rome and the directives of the European Commission may join as members. Art. 5b The Governing Board will keep a register of members at the headquarters of the Association which lists the name, forenames and the address of the members or, if it concerns a corporate body, the name, legal form and address of the company seat. In addition, all decisions concerning the acceptance, resignation or expulsion of members must be recorded by the Governing Board in this register within 8 days following the notification of the decision. All members may consult the members register at the headquarters of the Association. Art. 6 The number of members is not limited. However, it may not be less than seven. The formation committee are the undersigned founding members. Art. 7 In order to be admitted as a member, a written application must be made to the Association’s Governing Board. The Governing Board has the discretionary power to rule on the acceptance of the candidate as a member subject to a 2/3 majority of the board members. Art. 8 Any member may resign by means of a written notice sent at least six months before the end of the financial year by registered post and addressed to the President of the Association. Art. 9 The expulsion of a member from the Association may be decided on by the General Meeting subject to a 2/3 majority of votes from members, once the party concerned has had the opportunity to speak in his/her defence. Exclusion may result from:
Notification of expulsion must be made by means of a registered letter within eight days following the decision of the General Meeting. Art. 10 Members who have resigned or been expelled or those having the right to membership may not make any claim for the reimbursement of the membership fee or against any capital of the Association. The membership fees for the financial year in progress remain payable by members who have resigned or been expelled.
Section 5 - Membership fees BACK TO TOP Art. 11 The capital of the Association is constituted by the membership fees paid by the members, gifts and grants which it receives, as well as sums collected for services which it may provide. Art. 12 The amount of the membership fee is fixed each year by the Governing Board and communicated to the members. However, the maximum membership fee may in no case exceed twenty-five thousand Euros (€25,000) per member.
Section 6 - Administration BACK TO TOP Art. 13 The Association is run by the Governing Board which consists of a minimum of five and a maximum of one third of the members. In any case, the number of board members must be less than the number of persons who are members of the Association. At least half of the board members will be chosen from amongst those members who achieve an annual turnover of more than seventy-five million Euros (€75,000,000). The board members will be appointed by the General Meeting for a renewable term of three years. The board members may be dismissed at any time by the General Meeting. In the event of the resignation, dismissal or death of a board member, the Governing Board will fill that person’s position until the next General Meeting which will appoint the next board member. The board member thus appointed will conclude the term of the person he/she replaces. The role of board member is an unpaid position. Art. 14 The Governing Boards elects a committee from amongst its members consisting of a President, a Vice-President and a Treasurer. These three persons, supplemented if need by the honorary president(s) and the Director General, constitute the Management Committee which is charged with the daily running of the association and the tasks which are entrusted to it by the Governing Board. The Governing Board may increase the number of persons comprising the Management Committee. Art. 15 The Governing Board convenes following a written summons by the President (by letter, fax, e-mail etc.) as often as the interest of the Association demands. The President must convene the meeting if called to do so by at least three board members. Art. 16 The Governing Board can only deliberate if the majority of board members are present or represented. A board member may not be the holder of more than one proxy. Each board member may authorise another board member, even by e-mail or fax, to represent him/her. Decisions are taken by a majority vote of the board members who are present or represented. Each board member has one vote. In the event of an equal vote, the President, or in his absence the Vice-President, will have the casting vote. A record of the official minutes of the Board’s meetings is held at the headquarters of the Association. A copy of the minutes is sent to each board member. Art. 17 The Governing Board runs the Association and represents it in legal matters and when executing deeds. All the competences which the law does not expressly accord to the General Meeting are granted to the Governing Board. It authorises the administrative staff of the Association to collect from the post office, customs and railway company any letter, telegram, parcel, whether recorded, insured or not, to cash any postal order, as well as any postal summons or receipt. Art. 18 The Governing Board may delegate the established powers either to one or several board members or to third parties. Art. 19 The Governing Board appoints a Director General who does not necessarily have to be a board member and is free to determine the length of his/her term of office. This person is charged with the execution of the tasks with the Governing Board or the Management Committee requires of him/her. Following the example of the Management Committee, the Director General is charged with the daily running of the Association and reports to the Governing Board and the Management Committee. He/she participates in the sessions of the General Meeting, the Governing Board and the Management Committee and, insofar as he/she is not a board member, may participate in an advisory capacity. Art. 20 Deeds which bind the Association are signed by two board members, one of which being the President, Vice-President or the Treasurer, who do not have to give proof of their competences. For financial transactions greater than eight thousand eight hundred and sixty Euros (€8,860), based on the consumer price index of September 2004, the signature of two board members is required, one of which being that of the President or Vice-President. Within the context of its daily running, the Association is also bound by the signature of the President, Vice-President, Treasurer or Director General. Art. 21 The board members, as well as the persons charged with the daily running of the Association, do not incur any personal obligation with regard to undertakings which Association enters into.
Section 7 - General Meeting BACK TO TOP Art. 22 The General Meeting consists of all the members. Its powers are determined by law and these statutes. Art. 23 At least one ordinary General Meeting must be held annually, during the course of the first quarter of the financial year. An extraordinary General Meeting may be convened at any moment through the Governing Board. An extraordinary General Meeting must be convened following a request by at least one fifth of the members of the Association. General Meetings are convened by means of a registered letter addressed to each member and containing details of the agenda at least eight days prior to the Meeting. Any proposal signed by at least one twentieth of the members will be placed on the agenda. The General Meeting may not discuss matters which do not appear on the agenda. Art. 24 The General Meeting meets at the headquarters of the Association or at any other location designated in the summons. It is chaired by the President of the Governing Board or, in his/her absence, by the Vice-President. The President’s board consists of the committee of the Governing Board, plus two vote tellers. The General Meeting has the following powers:
Art. 25 Each member has the right to one vote. Each member may be represented by a proxy insofar as that proxy is him/herself a member and posses a written authorisation to act as such. The number of proxies is limited to three per representative. Art. 26 Except for in cases for which these statutes stipulate otherwise, the General Meeting meets legitimately, whatever the number of members present or represented and decisions are taken by a majority of votes. In the event of an equality of votes, the President or the Vice-President who replaces him/her has the casting vote. Art. 27 The decisions of the General Meeting are recorded in a register of the official minutes signed by the President or Vice-President with the Administrator-Treasurer or by their deputies in the event of their absence or incapacity. This register is kept at the headquarters of the Association where it may be inspected by any member, without the removal of the registers or documentary evidence. A copy of the official minutes of the General Meeting will be sent to members upon request. Art. 28 The General Meeting may establish or modify one or more internal rules upon the suggestion of the Governing Board,.
Section 8 - Annual accounts – budgets – audits BACK TO TOP Art. 29 The financial year begins on 1st September and ends on 31st August. The accounts are closed upon the expiration of the financial year. The accounts of the past financial year and the budget for the following year are deposited at the headquarters of the Association at least 15 days prior to the date of the General Meeting convened to rule on the matter so that they may be inspected by the members. They are submitted annually for approval to the General Meeting, which is to be held in the first quarter of the financial year. Art. 30 If the Association satisfies the criteria of article 17, § 5 of the law, it must charge one or several officers with the auditing of the financial situation, the annual accounts and the correctness, with regard to the law and the statutes, of the transactions recorded in the annual accounts. The officers are appointed by the General Meeting from amongst the members, natural or legal persons, from the Institute of Company Auditors.
Section 9 - Modifications to the statutes BACK TO TOP Art. 31 The General Meeting can only legitimately discuss and decide upon the modification of the statutes if the modification is explicitly mentioned in the summons and at least two-thirds of the members are present or represented at the meeting. If less than two-thirds of the members are present or represented at the first meeting, a second meeting can be convened. This second meeting can legitimately discuss and decide on matters, as well as adopt modifications subject to the majorities mentioned in article 32, whatever the number of the members who are present or represented. The second meeting will take place in the second half of the month following the first meeting. Art. 32 A modification of the statutes can only be adopted subject to a two-thirds majority of votes from the members present or represented at the meeting. If, however, the modification concerns the purpose or the aims for which the Association has been created, it can only be adopted subject to a four-fifths majority of votes from the members present or represented at the meeting.
Section 10 - Honorary president BACK TO TOP Art. 33 If a President has completed two active terms of three years and has demonstrated extraordinary commitment on behalf of the Association, the Governing Board may propose to the General Meeting to bestow on him/her the title of honorary president. Art. 34 The honorary president retains the right to be invited to the Governing Board and/or the Management Committee. Art. 35 The honorary president will use his/her knowledge of business and his/her connections in the service of the Association in order to support its actions.
Section 11 - Dissolution, Liquidation BACK TO TOP Art. 36 The General Meeting may only pronounce the dissolution of the Association subject to the same conditions as those which apply to the modification of the purpose or aims of the Association (see articles 31 and 32 of these statutes). In the absence of the relevant statutes, the allocation of assets will be determined by the General Meeting or by the liquidators. Allocation must correspond, as far as possible, to the purpose for which the Association has been created. The liquidation will be carried by one or several liquidators who will carry out their task either in accordance with the statutes, or pursuant to a decision of the General Meeting, or, in the absence of such a decision, pursuant to a court order which may be requested by any interested party or by the public prosecutor.
Section 12 BACK TO TOP Art. 37 Anything which is not explicitly provided for in these statutes will be regulated in accordance with the provisions of the law of 27th June 1921 on non-profit organisations and its modifications. Art. 38 These statutes have been drawn up in French and Dutch. In the event of any dispute, the French version will take precedence. |
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