This translation is provided for information only. In the event of any dispute or matter of interpretation, the French version shall prevail. Belgian legal references (Code des sociétés et des associations — CSA, Code de droit économique — CDE) are kept in their original French names.

Articles of Association

The undersigned founders:

• Duman Haydar, residing at Rue de Hodimont 51, 4800 Verviers
• Kaliç Onur, residing at Rue Fyon 81, 4800 Verviers

meeting in assembly on 17 February 2026, have agreed as follows

Title I - Name, registered office, duration

1. The non-profit association adopts the following name: “Le Comité Kurde”, abbreviated as “LCK”.

2. All deeds, invoices, announcements, publications, letters, order notes, websites and other documents, whether in electronic form or not, issued by the association shall mention its full or abbreviated name, its legal form, the address of its registered office, its company number, the abbreviation “RPM” followed by the indication of the competent court, its email address, its website, an account held by the association at a credit institution established in Belgium (art. III.25, CDE), and, where applicable, the indication that the association is in liquidation. (art. 2:20, CSA) Any person acting for the association in a document in which any of these mentions is missing may be held personally liable for the commitments undertaken therein. (art. 2:22, CSA) It may be accompanied by the following translations:

   • Kurdish: Desteya Kurd (DK)
   • French: Le Comité Kurde (LCK)
   • Dutch: Het Koerdisch Comité (HKC)
   • German: Das Kurdisches Komitee (DKK)
   • English: The Kurdish Committee (TKC)

3. The registered office of the association is located at Rue de Hodimont 51, 4800 Verviers, in the Walloon Region. (art. 2:4, CSA and art. 2:9, § 2, 2°, CSA) The administrative body has the power to move the registered office of the association within Belgium and, where applicable, to adapt in the articles of association the indication of the Region in which the registered office is established, provided that such relocation does not require a change in the language of the articles of association under the applicable linguistic rules. (art. 2:4, CSA) Deeds relating to the relocation of the registered office of the association are filed within thirty days at the registry of the competent enterprise court for publication in the Annexes to the Moniteur belge.

4. The association is established for an unlimited duration. (art. 2:9, § 2, 10°, CSA)

Title II - Disinterested purpose pursued and activities constituting the object

5. The disinterested purpose pursued is to contribute to the general interest by:

   • the promotion, transmission and enhancement of Kurdish culture, in particular through cultural, educational and artistic activities;
   • the promotion of sport and a healthy lifestyle, by fostering access to sports for all;
   • the strengthening of social ties, civic participation, living together, inclusion and intercultural dialogue, in particular among young people and families.

6. The activities constituting the object include in particular the following:

   • organising courses, workshops, training sessions and internships (including folk dance courses, Kurdish language courses, artistic and cultural workshops, sports introductions);
   • organising and/or participating in training sessions, tournaments, competitions, demonstrations and sporting events;
   • organising cultural events (performances, conferences, exhibitions, screenings, celebrations, leisure activities);
   • carrying out information, awareness-raising and cultural mediation actions, including through publications and digital media;
   • developing partnerships and collaborations with associations, schools, sports federations, public authorities and any other body pursuing compatible objectives;
   • more generally, performing all acts directly or indirectly related to its object and likely to facilitate its achievement.

7. Each category of activity (sporting, cultural, educational, etc.) may be governed by specific internal rules, adopted by the Board of Directors. These rules set out, in particular, the organisational arrangements, conditions of participation, obligations of participants and safety rules specific to each activity. These rules are complementary to the present articles of association and to the general internal rules of the ASBL. They are communicated to the members and participants concerned.

8. The association may carry out any activities that contribute directly or indirectly to the achievement of its purpose, including commercial activities.

9. In general, the association has full legal capacity to perform all acts and operations directly or indirectly related to its purpose or likely to facilitate the achievement of that purpose, directly or indirectly, in whole or in part.

10. The association may not, directly or indirectly, distribute or grant any financial advantage to the founders, effective or adherent members, directors or any other person, except for the disinterested purpose specified in article 5 of these articles of association. Any transaction in violation of this prohibition is null and void.

Title III - Members

11. The association consists of effective members, adherent members and honorary members. The association has a minimum of two effective members. (art. 2:113, § 1, 5°, CSA)

12. Effective members are natural or legal persons who perform an active role within the association, or who help to achieve its purpose as resource persons. A person becomes an effective member when presented by two effective members to the General Assembly and admitted in this capacity by an ordinary decision taken by secret ballot of the said General Assembly. A person bound by an employment contract with the association automatically acquires the status of effective member upon being hired. (art. 2:9, § 2, 3° and 5°, CSA)

13. Adherent members are natural or legal persons who wish to support the association, take part in its activities or benefit from its services. Anyone who pays the membership fee becomes an adherent member, unless the administrative body decides otherwise. (art. 9:3, § 2, CSA)

14. Honorary members are adherent members who, by virtue of their merit or the prestige that their membership confers on the association, are exempt from the formalities of joining and maintaining their status as honorary members. An honorary member is a person proposed by the administrative body and elected by secret ballot of the General Assembly.

15. The decision to refuse a new effective or adherent member need not be justified. No appeal against this decision is possible.

16. The administrative body keeps a register of effective and adherent members at the registered office of the association. This register lists the surname, first name and home address of the members, or, where the member is a legal person, the name, legal form and address of the registered office. A member may elect domicile at the place where they carry on their professional activity. In this case, only this address shall be communicated upon consultation of the file (art. 2:7, § 5, CSA). The administrative body shall enter all decisions on admission, resignation or exclusion of members in the register within eight days of becoming aware of the decision. The administrative body may decide that the register will be kept in electronic form. (art. 9:3, § 1, CSA)

17. A legal person which is an effective or adherent member shall designate the natural person responsible for representing it. The same natural person represents the legal person in the other bodies in which it holds a mandate, in accordance with article 64 of these articles of association. The General Assembly or the administrative body may require the legal person to designate another natural person to represent it.

18. An effective or adherent member may at any time provide an email address to the association for the purposes of communicating with it. Any communication to this email address shall be deemed validly delivered. The association may use this address until the member concerned communicates another email address or their wish no longer to communicate by email. (art. 2:32, CSA)

19. Any effective member may consult the register of members at the registered office of the association. To this end, they shall submit a request by post or email to the administrative body, with which they shall agree on a date and time for consulting the register. This register may not be moved. (art. 9:3, § 1, CSA)

20. The maximum amount of membership fees for adherent members is one thousand euros per calendar year. The administrative body decides, within this limit, on the amounts of the fees, their breakdown according to criteria it defines, the arrangements for waivers or “pay what you can” pricing, the periodicity and the deadlines. The membership fee for effective members is free of charge. (art. 2:9, § 2, 8°, CSA)

21. Any effective or adherent member is free to withdraw from the association at any time by sending their resignation by post or email to the administrative body. (art. 2:9, § 2, 5°, CSA and art. 9:23, CSA) Where the resignation of an effective member would conflict with the number of effective members required by article 11 of these articles of association, it shall be suspended until a replacement is found within a reasonable period. In other cases, the resignation takes effect immediately.

22. The status of effective or adherent member is automatically lost in the event of death or, in the case of a legal person, in the event of dissolution, demerger, merger or nullity. A person who acquired the status of effective member while bound by an employment contract with the association automatically loses this status at the end of their employment, subject to being presented again by two effective members to the General Assembly and re-admitted in this capacity by an ordinary decision taken by secret ballot of the said General Assembly.

23. An effective member who is neither present nor represented at two consecutive General Assemblies may be deemed to have resigned by an ordinary decision taken by secret ballot of the General Assembly. (art. 9:23, CSA)

24. An adherent member who fails to pay the membership fees may be suspended or deemed to have resigned by a decision of the administrative body.

25. The exclusion of an effective member may only be pronounced by the General Assembly ruling by secret ballot. The proposal for exclusion must be indicated in the convocation. The member must be heard. Exclusion is pronounced only if it has obtained two thirds of the votes cast. (art. 2:9, § 2, 5°, CSA and art. 9:23, CSA)

26. The exclusion of an adherent member may be pronounced by the administrative body or by an ordinary decision of the General Assembly.

27. The administrative body may suspend, until a decision of the General Assembly, any effective member who has been guilty of a serious breach of these articles of association, or whose activities carried out in the name of the association are contrary to its purpose.

28. Neither the suspended effective member, nor the member who loses their status as effective or adherent member by resignation, exclusion or automatically, nor their successors in title may claim any rights to the assets of the association or the reimbursement of fees paid. (art. 9:23, CSA) Only the refusal of a new membership gives rise, where applicable, to the right to reimbursement of the said membership fee.

29. An effective member has a right to recover their contribution only if an agreement stipulating the terms for recovery of this contribution has been signed between the administrative body and the member. (art. 9:23, CSA) An immutability clause of the articles of association regarding the right to recover a contribution is provided in article 50 of these articles of association.

Title IV - General Assembly

30. The General Assembly is composed of the effective members of the association. It is the sovereign body of the association and has the powers expressly granted to it by law and by these articles of association.

31. The bureau of the General Assembly is composed of at least two persons proposed by the administrative body: the chair of the administrative body or their replacement, and the secretary of the administrative body or their replacement. Article 49 of these articles of association concerning voting by secret ballot proposes and frames the appointment of one or more tellers. The General Assembly may at any time, by an ordinary decision taken by secret ballot, revoke this bureau and elect a new one.

32. A decision of the General Assembly is required for:

    • the appointment of an effective member (cf. article 12);
    • the exclusion of an effective member (cf. article 25);
    • the approval of the activity report;
    • the approval of the annual accounts and the budget (cf. articles 45 and 87);
    • the discharge to be granted to the directors, as well as, where applicable, the bringing of an action by the association against the directors;
    • the amendment of these articles of association (cf. article 50);
    • the appointment and removal of directors (cf. article 57);
    • the appointment and removal of an auditor (cf. article 88);
    • the amendment of the internal rules with respect to the rights of effective members, the powers of the bodies, or the organisation and operation of the General Assembly (cf. article 74);
    • the transformation of the association by adopting a legal form other than that of an ASBL (art. 14:37, CSA);
    • making or accepting the contribution of a universality free of charge;
    • the dissolution of the association (cf. article 90);
    • all other cases where the law or these articles of association so require. (art. 2:9, § 2, 6°, CSA and art. 9:12, CSA)

33. The administrative body convenes the General Assembly:

    • whenever it deems it necessary;
    • in the cases provided for by law or these articles of association;
    • when at least one fifth of the effective members request it by post or email. The General Assembly must be convened within twenty-one days of the request for convocation and held no later than the fortieth day following that request. (art. 9:13, CSA)

34. All effective and adherent members, persons delegated to daily management, auditors and, if the association is in liquidation, the liquidators are convened by post or email to the General Assembly at least fifteen days in advance. The convocation contains the agenda, the date, time and place of the meeting, as well as access to the documents which must be transmitted to the General Assembly under the law. Any proposal signed by at least one twentieth of the effective members shall be added to the agenda. (art. 2:9, § 2, 6°, CSA and art. 9:14, CSA) The proposal must reach, by post or email, the person who convened the General Assembly or, failing that, the administrative body. The amendment of the agenda is communicated to the General Assembly no later than fifteen days before the meeting. A proposal received after the convocation has been sent and less than twenty-one days before the General Assembly is postponed to the next meeting.

35. The convocation may make participation in the General Assembly subject to a registration procedure, providing reasons for and proportionality of such procedure. The registration deadline must expire as late as possible.

36. Any person not convened as of right to the General Assembly may be invited to attend, either by adding a mention in the convocation or by a decision of the said General Assembly. One fifth of the effective members present may at any time require that an invited person be removed from the General Assembly, either temporarily or for the remainder of the session. Although the presence of guests concerns persons, voting by secret ballot is not mandatory.

37. Written General Assembly: the effective members may, unanimously and in writing, take all decisions falling within the powers of the General Assembly, with the exception of amending these articles of association. In this case, the formalities for convocation need not be carried out, and any abstention shall result in the rejection of the proposal under deliberation. (art. 9:14/1, CSA)

38. An effective member may be represented at the General Assembly by another effective member or by a person who is not an effective member. (art. 9:15, CSA) When attendance is verified, the proxy holder must produce a power of attorney whose original, copy or screenshot will be attached to the minutes. The convocation may provide for a different procedure for validly granting a power of attorney, for example by means of a standard form or an online form, while ensuring that the right of every effective member to be represented at the General Assembly is hindered as little as possible. In the absence of instructions or guidance from the principal, the proxy holder is required to take, in the name of the principal, the position they consider most appropriate and in the best interests of the principal. No one may hold more than three powers of attorney.

39. Blank powers of attorney: the convocation may provide that powers of attorney without a designated proxy holder are collected and redistributed by the association. Such bearer powers of attorney must then reach the administrative body by post or email no later than the day before the General Assembly in order to be offered to the effective members present in the order of arrival of these powers of attorney and of the effective members. Any remaining powers of attorney may be offered to the other participants.

40. General Assembly in electronic form: the administrative body may provide for the possibility of participating remotely in the General Assembly through an electronic communication means made available by the association. As regards compliance with the quorum and majority conditions provided for in article 47 of these articles of association, the effective members participating in the General Assembly in this way are deemed to be present at the place where the General Assembly is held. The conditions for holding a General Assembly by electronic means are as follows:

    • the association must be able to verify, by means of the electronic communication tool used, the status and identity of the effective member.
    • The electronic communication tool must at least allow effective members to follow the discussions of the assembly directly, simultaneously and continuously, and to exercise their right to vote on all points on which the assembly is required to rule. The electronic communication tool must also allow effective members to take part in the deliberations and ask questions, unless the administrative body justifies, in the convocation to the General Assembly, the reason why the association does not have such an electronic communication tool.
    • The association shall endeavour to offer, as an electronic communication tool, multi-platform software, to the extent possible under a free licence.
    • The convocation to the General Assembly shall contain a clear and precise description of the procedures relating to remote participation. These procedures are made accessible on the association’s website to those entitled to participate in the General Assembly.
    • The minutes of the General Assembly shall mention any technical problems and incidents that prevented or disrupted electronic participation in the General Assembly or the vote.
    • The bureau of the General Assembly is constituted in accordance with articles 31 and 49 of these articles of association. The convocation shall mention the status and identity of the persons called upon to constitute this bureau. They must be physically present together throughout the duration of the General Assembly. (art. 9:16/1, § 1, CSA)

41. Effective members are authorised to vote remotely before the General Assembly in electronic form, in accordance with the following arrangements:

    • Remote voting is carried out by sending a ballot by post or email to the administrative body.
    • Only ballots received by the association no later than the day before the General Assembly are taken into account.
    • A vote that is not unconditional is null and void.
    • If received within the required forms and time limits, a new ballot cancels the previous ballot.
    • The status and identity of the effective member are verified by means of their email address as recorded in the register of members or by their signature.
    • As regards compliance with the quorum and majority conditions provided for in article 47 of these articles of association, the effective members participating in the General Assembly in this way are deemed to be present at the place where the General Assembly is held.
    • In the absence of a registration procedure conditioning participation in the General Assembly under article 35 of these articles of association, the effective member who is ultimately present during a vote may request to amend their vote cast remotely. (art. 9:16/1, § 2, CSA)

42. Each effective member has an equal voting right at the General Assembly: one member equals one vote. Adherent members have a consultative voice. (art. 9:17, CSA)

43. The directors answer the questions put to them by effective members, orally or by post or email, before or during the General Assembly, and which relate to items on the agenda. They may, in the interest of the association, refuse to answer questions when communicating certain data or facts could harm the association or be contrary to confidentiality clauses entered into by the association. The directors may give a grouped reply to several questions on the same subject. (art. 9:18, CSA)

44. At least two General Assemblies must be held each year. The annual General Assembly takes place in the first six months of the calendar year. Another General Assembly takes place in the last three months of the calendar year in order to draw up the budget for the following year.

45. At the annual General Assembly, the treasurer or their replacement presents the financial situation and the implementation of the budget for the previous year. (art. 9:19, CSA) After the approval of the annual accounts, the General Assembly rules by special vote on the discharge of the directors. This discharge is valid only if the annual accounts contain neither omissions nor false statements concealing the actual situation of the association and, with respect to acts performed outside these articles of association or in breach of the Code des sociétés et des associations, only if they have been specifically indicated in the convocation. (art. 9:20, CSA) The General Assembly approves the new budget.

46. The association favouring sociocracy as a mode of governance, decisions of the General Assembly which are not subject to a secret ballot under article 49 of these articles of association are taken by consent: the resolution is deemed to be unanimously adopted when no one has any significant and reasonable objection. It is the responsibility of each person to act in good faith and in the interest of the association. In the event of deadlock, either the decision is postponed to the next assembly, with the creation of a circle tasked with formulating a conciliatory proposal, or a vote is held.

47. Unless otherwise provided by law or by these articles of association, the decisions of the General Assembly are adopted under the following quorum and majority conditions:

    • at least two effective members are gathered;
    • at least four fifths of the effective members are present or represented;
    • if the quorum is not reached, a second convocation will be necessary, and the new assembly shall validly deliberate and decide on the sole condition that at least two effective members are gathered, this assembly being held no sooner than fifteen days after the first;
    • resolutions are taken by simple majority of the votes cast;
    • abstentions are not counted in the numerator or in the denominator;
    • in the event of a tie, the vote of the chair or of their replacement is decisive, provided the association has at least three directors (art. 9:5, CSA);
    • voting takes place by show of hands or by ballot, except where secret ballot applies under article 49 of these articles of association. (art. 61 of the rules of procedure of the Chamber of Representatives referred to in art. 2:41, CSA) These conditions, which characterise ordinary decisions, are supplemented by stricter majority requirements for extraordinary decisions, in particular to exclude an effective member (cf. article 25), to amend these articles of association (cf. article 50), to amend the internal rules with respect to the rights of effective members, the powers of the bodies, or the organisation and operation of the General Assembly (cf. article 74), or to dissolve the association (cf. article 90). Different conditions apply to ordinary and extraordinary decisions taken in a written General Assembly (cf. article 37).

48. The General Assembly may not validly deliberate on items not on the agenda, unless, by a four-fifths majority vote, it is decided that the urgency prevents postponement, and provided this does not concern the amendment of these articles of association, the exclusion of an effective member, the voluntary dissolution of the association or the transformation of the association by adopting a legal form other than that of an ASBL. (art. 14:37, CSA) Any “any other business” item (or equivalent) on the agenda allows deliberation on secondary decisions or implementing measures not mentioned in the agenda.

49. One fifth of the effective members present may require that a vote be carried out by secret ballot. Any decision concerning a person is taken by secret ballot. The bureau of the General Assembly may include one or more tellers from among the non-candidate members present, possibly designated by drawing lots, who alone know the identity of the voting person and may under no circumstances disclose how that person voted.

50. The General Assembly may validly deliberate and decide on amendments to the articles of association only if the proposed amendments are precisely indicated in the convocation. An amendment is admitted only if it has obtained two thirds of the votes cast. However, an amendment relating to the object or the disinterested purpose of the association may only be adopted by a four-fifths majority of the votes cast. (art. 9:21, CSA) An amendment relating to article 29 of these articles of association or to this provision may only be adopted with the prior written consent of all persons holding a right to recover a contribution; failing this, the statutory provisions on the recovery of contributions in force at the time of signing an agreement with the administrative body are deemed written and prevail in any subsequent version of the articles of association. Deeds relating to amendments to the articles of association are filed within thirty days at the registry of the competent enterprise court for publication in the Annexes to the Moniteur belge.

51. The minutes and decisions of the General Assembly, as well as the copies or extracts to be issued to third parties, are signed by a managing director or by two directors. (art. 3:103, CSA)

52. Effective members may consult the minutes and decisions of the General Assembly at the registered office of the association. To this end, they shall submit a request by post or email to the administrative body, with which they shall agree on a date and time for consulting the documents and records. These may not be moved. The administrative body may issue copies or extracts of the minutes and decisions of the General Assembly to third parties demonstrating a legitimate interest. (art. 2:9, § 2, 6°, CSA and art. 3:103, CSA)

Title V - Administrative body

Chapter 1: Composition

53. The association is administered by an administrative body composed of at least three directors, who are natural or legal persons. (art. 9:5, CSA)

54. If and as long as the association has fewer than three members, the administrative body may consist of two directors. (art. 9:5, CSA)

55. The administrative body shall have a maximum of eleven directors.

56. The composition of the administrative body shall reflect, as far as possible, diversity in terms of gender, expertise, experience, origin and age. Representatives of legal persons are counted in the same way as natural persons for the purpose of calculating proportions.

57. Directors are appointed or removed by an ordinary decision of the General Assembly taken by secret ballot, including in the case of re-election at the end of a mandate. They are elected from among the effective members on the basis of their reasoned candidacy for a term of four years. Their mandate ends as of right in the event of loss of their status as effective member, death, prohibition or, in the case of a legal person, in the event of dissolution, demerger, merger or nullity. A director whose mandate has expired remains in office pending a decision of the General Assembly. (art. 2:9, § 2, 7°, a), CSA and art. 9:6, § 1, CSA)

58. A director appointed by the General Assembly to fill a vacant post completes the current mandate.

59. After a first mandate, a director is eligible for re-election for a second mandate. Beyond two consecutive mandates, a director is eligible for re-election only if the General Assembly fails to elect a new candidate and if the number of remaining directors is less than that required by these articles of association or by a subsidising authority.

60. In the event of a vacancy in the position of a director before the end of their mandate, the remaining directors may co-opt a new director. The first General Assembly that follows must confirm the mandate of the co-opted director. If there is no confirmation, the mandate of the co-opted director ends at the close of the General Assembly, without prejudice to the regularity of the composition of the administrative body up to that point. (art. 9:6, § 2, CSA)

61. Each director, person delegated to daily management, or any other person mandated by the association may elect domicile at the place where they carry on their professional activity. In this case, only this address shall be communicated upon consultation of the file. (art. 2:7, § 5, CSA) Directors and persons delegated to daily management may elect domicile at the registered office of the association for all matters concerning the exercise of their mandate. (art. 2:54, CSA)

62. Directors, persons delegated to daily management, auditors and other persons mandated by the association may at any time provide an email address for the purposes of communicating with the association. Any communication to this email address shall be deemed validly delivered. The association may use this address until the mandate holder concerned communicates another email address or their wish no longer to communicate by email. (art. 2:32, CSA)

63. The administrative body shall communicate to the effective and adherent members and to persons mandated by the association an email address for the purposes of communicating with it. Failing this, any communication made in good faith to an address habitually used by the association for communications shall be deemed validly delivered.

64. When a legal person assumes a mandate as director or as person delegated to daily management, it shall designate a natural person as permanent representative responsible for executing this mandate in the name and on behalf of that legal person. This permanent representative must meet the same conditions as the legal person and incurs jointly and severally with it the same civil and criminal liabilities, as if they had exercised this mandate in their own name and on their own behalf. The conflict-of-interest rules applicable to directors apply, where appropriate, to the permanent representative. The permanent representative may not sit on the body concerned in their own name nor as the representative of another administering legal person. The legal person may not terminate the permanent representation without simultaneously appointing a successor (art. 2:55, CSA). The same natural person represents the legal person in the various bodies in which it takes part, in accordance with article 17 of these articles of association. The General Assembly or the administrative body may require the legal person to designate another natural person to represent it.

65. Deeds relating to the appointment and termination of mandates of directors and of the permanent representative of legal persons are filed within thirty days at the registry of the competent enterprise court for publication in the Annexes to the Moniteur belge.

Chapter 2.1: Powers and functioning

66. The administrative body designates from among the directors a chair, a secretary and a treasurer. The same director may be designated for several functions. The chair presides over the meetings of the administrative body and the General Assembly. They supervise the work of the daily-management delegation. The secretary coordinates the drafting, preservation and transmission of the minutes of General Assemblies and of administrative body meetings, as well as the upkeep of the register of members governed by article 16 of these articles of association. The treasurer coordinates the keeping of the accounts and budget of the association, as well as their presentation to the General Assembly. The administrative body may also designate from among the directors a vice-chair. The latter replaces the chair in their absence.

67. The administrative body has the power to perform all acts necessary or useful to achieve the object of the association, except for those that the law and article 32 of these articles of association reserve to the General Assembly. (art. 9:7, § 1, CSA)

68. Decisions of the administrative body may be taken without a meeting, by unanimous decision of all directors, expressed in writing. In this case, any abstention shall result in the rejection of the proposal under deliberation. (art. 9:9, CSA)

69. The administrative body meets at least four times a year. A meeting of the administrative body is convened by the chair, by a managing director or by two directors whenever deemed necessary. Directors are convened by post or email at least eight days before the meeting, unless urgency prevents the convocation formalities from being observed.

70. The association favouring sociocracy as a mode of governance, decisions of the administrative body are taken by consent: the resolution is deemed to be unanimously adopted when no one has any significant and reasonable objection. It is the responsibility of each person to act in good faith and in the interest of the association. In the event of deadlock, either the decision is postponed to the next meeting, with the creation of a circle tasked with formulating a conciliatory proposal, or a vote is held.

71. With the exception of decisions taken without a meeting (cf. article 68), the resolutions of the administrative body are adopted under the following quorum and majority conditions:

    • at least two directors are gathered;
    • at least four fifths of the directors are present or represented;
    • decisions are taken by simple majority of the votes cast;
    • abstentions are not counted in the numerator or in the denominator;
    • in the event of a tie, the vote of the chair or of the director who replaces them is decisive, provided the association has at least three directors (art. 9:5, CSA); (art. 61 of the rules of procedure of the Chamber of Representatives referred to in art. 2:41, CSA);
    • voting takes place by show of hands or by roll call, unless the administrative body decides otherwise.

72. A director may be represented by another director at a meeting of the administrative body. A director may hold only one power of attorney. (art. 9:9, CSA)

73. The minutes and decisions of the administrative body are signed by the chair and by the directors who so wish; copies to be issued to third parties are signed by a managing director or by two directors. (art. 9:9, CSA)

74. The internal rules in force were approved in their latest version on 18/02/2026. The administrative body may amend these internal rules. They may not contain provisions:

    • contrary to mandatory legal provisions or to these articles of association;
    • relating to matters for which the law requires a statutory provision. The provision relating to the rights of effective members, the powers of the bodies or the organisation and operation of the General Assembly may only be adopted, amended or repealed by the General Assembly. The provision is adopted only if it has obtained two thirds of the votes cast. Any amendment is communicated to the effective members or made available on the association’s website. The administrative body adapts the reference to the latest approved version in this article of the articles of association and publishes it within thirty days in the Annexes to the Moniteur belge. (art. 2:59, CSA)

Chapter 2.2: Representation

75. The administrative body represents the association, including representation in court. (art. 9:7, § 2, CSA)

76. The association is validly represented by a managing director acting individually or by two directors acting jointly, who, as the body of general representation, do not need to provide third parties with proof of a prior decision or of a power of attorney from the administrative body. The body of general representation has the broadest powers of representation. The mandate of general representative starts automatically upon appointment as director and ends automatically upon cessation of that status. (art. 9:7, § 2, CSA)

77. The administrative body may delegate part of its powers of decision and/or representation to one or more special agents who may be directors, members or third parties. The administrative body defines the scope of the delegation, within the limit of a specific act or several acts of the same nature, and the manner in which the agents exercise their power, by acting either individually, jointly or as a college. The administrative body is responsible for their supervision and may revoke a mandate at any time.

Chapter 2.3: Daily management

78. The administrative body may entrust one or more natural or legal persons, acting separately (art. 2:9, § 2, 7°, c), CSA), with the daily management of the association, as well as with the representation of the association as regards this management. They are validly appointed or removed at any time by the administrative body, which is responsible for their supervision. The daily management of the association comprises both the acts and decisions which do not exceed the needs of the day-to-day life of the association and the acts and decisions which, either because of the minor interest they represent or because of their urgent nature, do not warrant the intervention of the administrative body. Their mandate is for an indefinite duration, except in the case of a managing director, that is, where the person delegated to daily management is or becomes also a director, in which case their mandate ends as of right upon cessation of their status as director. (art. 9:10, CSA) Deeds relating to the appointment and termination of mandates of persons delegated to daily management are filed within thirty days at the registry of the competent enterprise court for publication in the Annexes to the Moniteur belge.

Chapter 3: Rights and obligations of directors

79. Directors, persons delegated to daily management, auditors and other persons mandated by the association incur no personal liability with respect to the commitments of the association. Each is bound to the association for the proper execution of the mission entrusted to them. (art. 2:49 and art. 2:51, CSA) Each mandate holder is required to account for the proper execution of their mandate. A mandate holder who exceeds the scope of their mandate may be held personally liable.

80. Directors exercise their power as a college and are jointly and severally liable for the decisions and shortcomings of that college. They are jointly and severally liable, both to the association and to third parties, for any damage resulting from breaches of legal provisions or of these articles of association. They are nevertheless discharged from their joint and several liability for faults in which they did not take part and which they reported without delay, either at a meeting of the administrative body with mention in the minutes, or by post or email to all the other directors.

81. A director is in charge of the interests of the association and not of their personal interests or of those of the institutions they represent or which have mandated them.

82. When the administrative body is called upon to take a decision or to rule on an operation falling within its competence in respect of which a director has a direct or indirect interest of a financial, patrimonial, moral or emotional nature opposed to the interest of the association, that director must inform the other directors before the administrative body takes a decision. Their declaration and explanations on the nature of this opposing interest must appear in the minutes of the meeting of the administrative body which is to take this decision. The administrative body may not delegate this decision. The director with a conflict of interests may not take part in the deliberations of the administrative body concerning these decisions or operations, nor take part in the vote on this point. If the majority of the directors present or represented have a conflict of interests, the decision or operation is submitted to the General Assembly; if the latter approves the decision or operation, the administrative body may carry it out. (art. 9:8, § 1, CSA)

83. Directors exercise their mandate free of charge. The expenses related to the exercise of their mandate may be reimbursed either on the basis of actual costs or on a flat-rate basis.

84. Any director may submit their resignation by post or email to the administrative body. This may not occur in an untimely manner. It shall take effect immediately, provided the number of directors remains greater than or equal to the minimum number required by articles 53 and 54 of these articles of association. The resigning director may be required to take part in urgent decisions necessary to safeguard the interests of the association.

85. A director who is neither present nor represented at three consecutive meetings of the administrative body for which the convocation formalities provided for in article 69 of these articles of association could be observed may be deemed to have resigned by the administrative body or by an ordinary decision taken by secret ballot of the General Assembly.

Chapter 4: Accounts and budget

86. The financial year begins on 1 January and ends on 31 December.

87. The administrative body draws up annual accounts each year, as well as a draft budget, which are submitted for approval to the General Assembly in accordance with article 45 of these articles of association. (art. 3:47, § 1, CSA) The annual accounts are filed within thirty days following their approval, either at the registry of the competent enterprise court if the association does not exceed the size criteria defined by law (art. 3:47, § 2, CSA), or with the National Bank of Belgium.

88. The General Assembly may appoint one or more auditors whose mission is to examine the conformity and reliability of the association’s accounting documents and to report on them in accordance with the arrangements defined by the General Assembly. The treasurer submits to them the accounts and the budget no later than thirty days before the General Assembly which is to approve them. An auditor is validly appointed or removed at any time by an ordinary decision of the General Assembly taken by secret ballot. They are not necessarily effective or adherent members of the association. Unless the General Assembly decides otherwise, their mandate is free of charge and for an unlimited duration. The expenses related to the exercise of their mandate may be reimbursed either on the basis of actual costs or on a flat-rate basis.

89. The administrative body shall draw up a report in which it accounts for its management. This report includes: 1° at least a fair review of the development and results of the activities and of the situation of the association, as well as a description of the principal risks and uncertainties it faces. This review consists of a balanced and comprehensive analysis of the development and results of the activities and of the situation of the association, in keeping with the size and complexity of those activities. To the extent necessary for an understanding of the development, results or situation of the association, the analysis shall include both financial and, where appropriate, non-financial key performance indicators relevant to the specific activities of the association, including in particular information relating to environmental and personnel matters. In presenting its analysis, the management report shall include, where appropriate, references to the amounts indicated in the annual accounts and additional explanations relating thereto; 2° information on important events that have occurred after the end of the financial year; 3° information on circumstances likely to have a significant influence on the development of the association, provided that such information is not of a nature to seriously harm the association; 4° information relating to research and development activities; 5° information relating to the existence of branches of the association; 6° in the event that the balance sheet shows a loss carried forward, or if the income statement shows a loss for the financial year over two consecutive financial years, justification for the application of going-concern accounting rules; 7° as regards the use of financial instruments by the association and where it is relevant for the assessment of its assets, liabilities, financial situation and result: a) the objectives and policy of the association on financial risk management, including its policy regarding the hedging of each main category of forecast transactions for which hedge accounting is used, and b) the association’s exposure to price risk, credit risk, liquidity risk and cash flow risk. (art. 3:48, CSA)

Title VI - Dissolution

90. The association may at any time be dissolved by a decision of the General Assembly with a view to contributing the entirety of its assets to one or more other ASBLs or AISBLs, or to one or more foundations, universities or public-law legal persons called upon to pursue its disinterested purpose or a purpose as close as possible to it. The General Assembly may validly dissolve the association only if the proposal of dissolution appears on the agenda. The dissolution may be decided only by a four-fifths majority of the votes cast. (art. 2:9, § 2, 9°, CSA, art. 2:110, § 1, CSA and art. 13:2, § 1, CSA) The dissolution proposal is the subject of a report drawn up by the administrative body and mentioned in the agenda of the assembly called upon to rule on the dissolution. This report is accompanied by a statement summarising the active and passive situation of the association, audited by the auditors. (art. 2:110, § 2, CSA) Deeds relating to the dissolution and liquidation of the association, including the appointment and termination of mandates of liquidators, are filed within thirty days at the registry of the competent enterprise court for publication in the Annexes to the Moniteur belge.

Title VII - Common law

91. Anything not provided for in these articles of association is governed by the Code des sociétés et des associations as well as by other sources of law such as the Code de droit économique, the Civil Code and the Judicial Code.