SECTION I – Name, registered office, organisation
Article 1 The undersigned:
(…)
are founding an association called “The Belgian Centre for Arbitration and Mediation” (abbreviated to “CEPANI”).
(amended 8 June 1998)
Article 2 The registered office of the Association is at 8, rue des Sols, B-1000 Brussels and is located in the judicial district of Brussels.
(amended 6 December 2004)
Article 3 The Association shall be responsible for establishing the system of internal organisation required for it to operate efficiently in the various regions of the country.
Accordingly, the Association may establish regional arbitration centres.
SECTION II – Object
Article 4 The object of the Association is to:
a) examine the various issues posed within the context of national and international arbitration;
b) prepare for and take part in national and international congresses on arbitration;
c) support and take an interest in all activities pertaining to its object;
d) in the disputes submitted to it, appoint mediators and arbitrators in accordance with the conditions set out in the rules governing mediation and arbitration stipulated by it;
e) perform all tasks related directly or indirectly to its object.
(amended 11 June 2001)
SECTION III – Members
Article 5 The Association is made up of full members and associate members.
The minimum number of associate members may not be less than ten while the minimum number of full members may not be less than seven.
With the exception of the provisions set out in Article 10 et seq. below, full members and associate members shall enjoy the same rights.
(amended 11 June 2001)
Article 6 The following are full members:
1. The parties to the present document.
2. The representative of the Belgian National Committee of the International Chamber of Commerce (ICC) and the representative of the Federation of Enterprises in Belgium (FEB).
3. Any individual, having been nominated by at least two full members, admitted as a full member by a supreme decision of the Executive Committee, ruling with a quorum of at least two-thirds.
(amended 6 December 2004)
Article 7 The status of associate member may be conferred by the Executive Committee, whose decisions are final and taken by a three-quarters majority.
(amended 6 December 2004)
Article 8 Full members and associate members are free to withdraw from the Association at any time by notifying the Association’s Board of their decision.
Any full or associate member which has not paid its appropriate membership fee within one month of a reminder of same sent to it by registered post shall be considered as having withdrawn.
Only the General Meeting may vote to exclude a full or associate member and must do so by a two-thirds majority of the votes cast by those present or represented.
The Board may suspend any members found guilty of a serious breach of the Articles of Association or of the law, pending a decision by the General Meeting.
(amended 6 December 2004)
Article 9 Any member who resigns or who has been excluded from the Association and any beneficiaries of a member who has withdrawn, has been excluded or has died may exercise no claim on the Association’s assets.
(amended 11 June 2001)
SECTION IV – Membership fees
Article 10 Members pay an annual membership fee. The fee is fixed by the General Meeting but may not exceed 1,250 EUR.
(amended 11 June 2001)
(amended 6 December 2004)
SECTION V – General Meeting
Article 11 The General Meeting comprises all full members. It is chaired by the President of the Board. It is held during the first quarter of each year.
(amended 11 June 2001)
(amended 6 December 2004)
Article 12 The General Meeting alone is authorised to:
1. amend the Articles of Association;
2. appoint and dismiss Board members;
3. appoint and dismiss auditors and set their remuneration where remuneration is to be paid;
4. discharge Board members and auditors;
5. approve budgets and accounts;
6. disband the Association;
7. exclude a member;
8. convert the Association into a not-for-profit company governed by company law (société à finalité sociale).
(amended 11 June 2001)
(amended 6 December 2004)
Article 13 Full members are invited to attend the General Meeting by the President of the Board. They may be represented by another full member.
Invitations are sent out by registered post no later than eight days prior to the meeting of the General Meeting, together with the agenda.
Any proposal in respect of which a document has been signed by one twentieth of the full members must be placed on the agenda.
(amended 6 December 2004)
Article 14 The Meeting must be convened by the Board when so requested by one fifth of full members.
(amended 11 June 2001)
(amended 6 December 2004)
Article 15 Each full member has an equal right to vote at the General Meeting. In the absence of any derogation to the law or to the Articles of Association, resolutions are taken by a simple majority of the votes present or represented.
In the event of a tie, the president (or their representative) shall cast the deciding vote.
Article 16 The General Meeting may only be empowered to rule on voluntary disbandment of the Association, amendment of the Articles of Association, amendment of one or more of the Association’s goals, exclusion of a member or transformation of the Association into a not-for-profit company governed by company law in accordance with the provisions set out in Articles 8, 12, 20 and 26(c) of the law of 27 June 1921 on non-profit associations.
(amended 6 December 2004)
Article 17 Decisions taken by the General Meeting are recorded in a register of minutes signed by the President and a member of the Association. This register is held at the Association’s registered office where all members may consult it on site.
If required, details of decisions by the General Meeting shall be sent to interested third parties by post.
Any amendment(s) to the Association’s Articles of Association must be published in the annexes to the Moniteur belge / Belgisch Staatsblad within one month of the date on which it/they are made. The same applies to any nomination, withdrawal or dismissal of a member of the Board.
(amended 6 December 2004)
SECTION VI – Board
Article 18 The Association is run by a Board made up of at least seven members appointed by the General Meeting selected from among the full members; the members of the Board serve in a personal capacity. They may also be dismissed by the General Meeting. The National Committee of the International Chamber of Commerce and the Federation of Enterprises in Belgium may both be represented on the Executive Committee and may propose a full member and deputy member to be put to a vote by the General Meeting. Board members may be represented by another Board member. The Board is duly empowered to rule when half of its members are present.
(amended 11 June 2001)
(amended 6 December 2004)
Article 19 The period of office is three years.
Board members may be re-elected.
(amended 11 June 2001)
(amended 6 December 2004)
Article 20 The Board appoints from among its number a President and one or more Deputy President(s) for a term of three years. Their term may be renewed twice consecutively.
The Board may also appoint a Secretary-General. In the absence of a Secretary-General, the President shall act as Secretary-General.
In the event that the President is unable to perform his/her duties, the most senior Deputy President or the Secretary-General or the most senior Board member present shall take over the President’s duties.
(amended 11 June 2001)
(amended 6 December 2004)
Article 21 Decisions by the Board are taken by a majority of votes cast by Board members present or represented. In the event of a tie, the President (or the Board member replacing him/her) shall cast the deciding vote.
Minutes are taken of all Board meetings and are sent to Board members at the latest with the invitation to attend the next meeting. The minutes are kept in a register held at the Association’s registered office where they may be consulted on site.
(amended 6 December 2004)
Article 22 The Board has broad powers to run and manage the Association. In particular, it may do the following (this list is not exhaustive and is without prejudice to any other powers granted by law or by the Articles of Association): draft and pass any acts and contracts, compromise, commit, acquire, exchange or sell any movable or fixed assets, mortgage, borrow, sign leases for any duration, accept all legacies, subsidies, donations and transfers, relinquish all rights, confer any powers on representatives of its choosing, whether or not they are members and represent the Association in legal matters either as defendant or as plaintiff.
It may also appoint and dismiss members of the Association’s staff , draw on and receive any sums and securities, withdraw any recorded sums and securities, open any accounts with banks and the Office des chèques postaux / Bestuur der postcheques, perform any operations in relation to said accounts and, in particular, make any withdrawal of funds by cheque, transfer order or transfer or any other form of payment, rent safety deposit boxes with a bank, pay sums owing by the Association, collect from the post office, customs or the national railway company any letters, telegrams, or parcels whether registered, insured or not and cash any postal order and any payment orders or postal receipts.
(amended 6 December 2004)
Article 23 Daily management of the Association is the responsibility of the Secretary-General, who may be assisted by a Board member appointed to this role. In the absence of a Secretary-General, the President shall be responsible for daily management of the Association.
(amended 6 December 2004)
Article 24 The appointments stipulated in CEPANI’s rules of procedure shall take place in accordance with the terms agreed in the internal rules of procedure. The latter must be approved by the Board.
(amended 6 December 2004)
Article 25 To represent and commit the Association in respect of third parties in documents other than those pertaining to daily management, such documents must be signed by two Board members who have been delegated specifically for this purpose, unless the Board has appointed the President or the Secretary-General responsible for such. Board members shall not be required to justify their powers to third parties
(amended 6 December 2004)
Article 26 Members of the Board do not, due to their function, enter into any personal obligation and are responsible only for performing their mandate. They perform said mandate free of charge.
(amended 6 December 2004)
SECTION VII -Miscellaneous
Article 27 The Association’s financial year commences on 1 January and ends on 31 December, with the exception of the first year which shall commence on 17 October 1973 and shall end on 31 December 1974.
(amended 6 December 2004)
Article 28 The accounts for the previous financial year ended and the budget for the upcoming financial year must be submitted to the General Meeting annually no later than six months following the closure of the Association’s financial year.
(amended 6 December 2004)
Article 29 The General Meeting shall appoint an auditor to verify the Association’s accounts and present an annual report. The auditor is appointed for a term of three years and may be re-elected.
Article 30 In the event that the Association is dissolved, the General Meeting shall appoint one or more liquidators, shall specify their powers and shall stipulate how the Association’s net assets are to be distributed.
Such assets must be allocated to a scientific institution.
These decisions and the name, profession and address of the liquidator(s) shall be published in the annexes to the Moniteur belge / Belgisch Staatsblad.
(amended 6 December 2004)
Article 31 Any matter not covered by the present Articles of Association shall be governed by the provisions of the law of 27 June 1921 on non-profit associations.
The present Articles of Association are also available in French and Dutch.
Done in three original copies.
Brussels, 17 October 1973.
(amended 8 June 1998,
amended 11 June 2001,
amended 6 December 2004)