Articles of Association of BECI

TITLE I.: NAME, REGISTERED OFFICE, PURPOSE AND DURATION OF THE ASSOCIATION

Article 1: A non-profit association is hereby established under the name of ‘Chambre de Commerce et d'Industrie de Bruxelles - Kamer voor Handel en Nijverheid van Brussel’, abbreviated to ‘Chambre de Commerce - Kamer van Koophandel’ or ‘CCIB - KHNB’.

This association continues the institution that previously existed under various names and legal forms.

Article 2: The registered office of the association is located in the judicial district of Brussels at 1050 Brussels, 500 Avenue Louise.

Article 3: The purpose of the association is to achieve, in complete independence :​

1. the promotion of economic activity and social well-being in the Brussels region by bringing together natural and legal persons, companies, groups and associations committed to this promotion at regional, federal, European and international level;
2. promoting, supporting and protecting the specific and general interests of commercial, craft and industrial enterprises, the self-employed, the liberal professions and the associations and groups representing them;
3. participation in the initiatives of representative bodies pursuing the same objectives;
4. the affirmation and support of the Brussels region as a meeting point and exchange centre for businesses and self-employed people from the various regions of the country, the European Union and beyond, on the broadest international level.

The General Assembly may, by means of an amendment to the Articles of Association, adapt or extend the purpose for which the association was formed.

Article 4: It achieves this objective in particular by:

1. organising services designed to help Brussels companies in general and its members in particular to carry out their activities and to facilitate the development of their commercial relations both in Belgium and with companies established abroad;
2. providing ongoing training, social advancement and further training by organising meetings, seminars, conferences and courses;
3. to distribute information directly or indirectly related to these objectives by editing and publishing studies and brochures, whether periodical or not;
4. encouraging, by all legal means, the adoption of measures consistent with the interests defended by it; communicating, when it considers it useful, to the authorities and supporting with them the opinions and wishes of its members;
5. providing them with paid or unpaid services;
6. supporting them and/or organising the presence of Brussels companies at trade or professional events in Belgium and abroad, such as fairs, exhibitions, conferences and networking days;
7. encouraging the creation and affiliation of professional associations;
8. setting up partnerships with Belgian and foreign organisations representing the business world.

It may carry out any operations intended to achieve this objective directly or indirectly.

Article 5: The association is established for an unlimited period.

TITLE II.: MEMBERSHIP, ADMISSION, RESIGNATION, EXCLUSION

SECTION I.: COMMON PROVISIONS

Article 6: The Brussels Chamber of Commerce and Industry is made up, on the one hand, of active members, natural persons or legal entities and, on the other hand, of associate members, these two categories being unlimited in number.

The minimum number of active members is set at 500, unless the accreditation conditions established within the Federation of Belgian Chambers of Commerce and Industry and which apply to Belgian Chambers of Commerce decide otherwise.
Only active members enjoy the full rights granted to members by law and these Articles of Association. With the exception of this section, any reference in these Articles of Association to the term ‘member’, without further specification, refers to the active member.

Article 7: The title of honorary member may be granted by the Board of Directors to prominent figures from the world of business or politics, established both in Belgium and abroad.

Article 8: The annual subscription rate for active members and associate members is set by the General Assembly which votes on the budget, within the limits set out in Articles 13 and 15 and in consideration of the categories set out in the internal regulations.

Membership fees are payable on receipt of the request for payment and are due for the entire financial year.

No one is liable for more than the amount of their membership fee.

Article 9: Any member is free to withdraw from the association by submitting his or her resignation to the Board of Directors.

A member who fails to pay his membership fee is deemed to resign. However, they are still required to pay any outstanding membership fees.

Any member who has been guilty of a reprehensible act may be required to resign, without prejudice to possible expulsion in the event of refusal.

Article 10: The exclusion of a member may only be decided by the General Assembly and by a two-thirds majority of the votes present or represented.
The member threatened with expulsion must be allowed to present his/her explanations.

Article 11: Members, including resigning or excluded members, as well as the heirs, legatees or legal representatives of a deceased member or of a member who has lost legal personality, may not claim total or partial reimbursement of subscriptions paid, nor may they claim any rights over the Association's assets.

Nor may they request that a warrant be affixed to or an inventory made of the association's assets and valuables, or ask for them to be divided up or sold by licitation.

SECTION II.: ACTIVE MEMBERS

Article 12: Applications for admission shall be made in writing and signed by the candidate-members. They automatically imply adherence to the articles of association and regulations of the Brussels Chamber of Commerce and Industry.

Applications are published in one or more of the Chamber of Commerce and Industry's publications accessible to members.

The Board of Directors decides on applications for membership. It may delegate this power to the Executive Committee.

No reasons need to be given for refusing admission.

Article 13: The membership fee may not exceed 100,000 euros per financial year.

SECTION III.: ASSOCIATE MEMBERS

Article 14: Only associations and professional groups whose purpose is to represent and defend the specific interests of their members and/or to study and perfect the sciences, arts or techniques of interest to their activity may apply for admission as associate members.

All applications for admission as an associate member shall be submitted by the interested parties to the Board of Directors, which shall decide on the appropriate action to be taken. The Board may delegate this power to the Executive Committee.
An application for admission automatically implies acceptance of the articles of association and regulations of the Brussels Chamber of Commerce and Industry.

Refusals do not have to be motivated.

Article 15: The membership fee may not exceed 20,000 euros per financial year.

TITLE III.: ADMINISTRATION AND DAY-TO-DAY MANAGEMENT

A. Board of Directors

Article 16: The Chamber of Commerce and Industry is administered by a Board of Directors made up of natural persons with a minimum of 20 members and a maximum of 50 members.

Any candidate must be a member or be delegated by a member of the Chamber of Commerce and Industry in accordance with the rules set out in the internal regulations, be self-employed or hold a position of responsibility in the member company or socio-economic organisation, enjoy their civil and political rights, be Belgian or a citizen of a member state of the European Union and be under 65 years of age or under 70 years of age for the current Chairperson.

Notwithstanding paragraph 2, the General Assembly may, on the recommendation of the Board of Directors, grant the status of director to persons of foreign nationality outside the European Union, provided that their number does not exceed 1/6th of the total number of directors.

The Board of Directors may, acting by a majority of at least three quarters of its members present or represented, propose to the General Meeting that the outgoing Chairperson of the Brussels Chamber of Commerce and Industry be appointed an ex officio member of the Board of Directors for the 5 years following his term of office as Chairperson, or until he reaches the age of 70 if his birthday falls before the 5 years have elapsed.

On the recommendation of the Board of Directors, the General Assembly may appoint the person responsible for day-to-day management as a director during his term of office. The General Assembly may, however, temporarily or permanently terminate this directorship.

Article 17: Applications for a directorship must be received by the Chairperson of the Chamber of Commerce and Industry no later than 31 August each year.

However, the renewal of a current term of office may be proposed by the Board of Directors to the General Assembly without prior written application by the person concerned, provided that the latter meets the conditions set out in Articles 16 and 21 and has not indicated in writing that he does not wish his term of office to be renewed.

The Chairperson in office during the financial year preceding the Annual General Assembly is automatically a candidate for election to the Board, provided that he or she has not reached the age of 70.

Honorary membership of the highest position held on the Board of Directors may be granted by the General Assemblty to directors who have effectively served on the Board for at least 10 years and who have retired.

Article 18: Voting for the formation of the Board of Directors shall be by a majority of the votes cast, excluding abstentions.

There is no need to vote if the number of candidates does not exceed the number of mandates to be conferred.

Article 19: The Board of Directors chooses from among its members a Chairperson, a first Vice-Chairperson, two Vice-Chairpersons and a Treasurer.
The Chairperson must be under 65 years of age when he is appointed for the first time.

Article 20: Without prejudice to Article 16, paragraphs 4 and 5, the members of the Board of Directors are appointed for one year.

The terms of office are renewable 4 times in succession, then not for one more year.

However, regardless of previous terms of office, the Chairperson may be re-elected 4 consecutive times.

On expiry of this term, and notwithstanding paragraph 1 of this article, the General Assembly may, on the recommendation of the Board of Directors, acting by a majority of at least three quarters of the directors present or represented, extend the term of office of the current Chairperson for a maximum of two consecutive years, provided that he has not reached the age of 70.

The mandate of director is exercised free of charge.

Article 21: By accepting their mandate, members of the Board of Directors undertake to attend the various meetings to which they are invited.

Article 22: If, during a financial year, due to resignation, death or any other reason, the Board of Directors is no longer complete, the missing member shall not be replaced unless the number of members is less than 20.

Any director who, during his term of office, no longer meets the conditions set out in Article 16, with the exception of the age requirement, is automatically deemed to have resigned from the Board of Directors.

Article 23: The Chairperson of the Board represents the association in all circumstances.

He convenes and chairs General Assemblies, the Board of Directors and the Executive Committee.

He is an ex-officio member of all committees.

In the event of temporary absence, the Chairperson shall be replaced by the first Vice-Chairperson or, failing that, by one of the Vice-Chairpersons. If the Chairperson is no longer able to carry out his duties on a permanent basis, the first Vice-Chairperson will assume the role of Chairperson ad interim until the next General Assembly.

Article 24: The Board of Directors shall be convened by the Chairperson whenever the interests of the association require it. It must be convened if one fifth of the directors so request in writing to the Chairperson.

Article 25: The Board of Directors may only take decisions if one third of its members are present or represented.

Decisions are taken by a majority of the members present or represented, excluding abstentions, subject to the application of Article 20, paragraph 3.

Proxy votes are permitted. However, no director may hold more than two proxies.

In the event of a tie, the Chairperson has the casting vote.

Article 26: The Board of Directors is vested with the broadest powers to carry out all acts of management and disposal in the widest sense, without prejudice to the powers reserved to the General Assembly by law or these Articles of Association. It decides on applications for admission of active and associate members. It may delegate this power to the Executive Committee.

Article 27: The decisions of the Board of Directors are recorded in reports signed by the Chairperson of the meeting and a director present at the meeting.

Article 28: Authentic deeds shall be signed by the Chairperson and a member of the Executive Committee. If the Chairperson is unable to sign, he shall be replaced by the first Vice-Chairperson or, failing that, by one of the Vice-Chairpersons.

With regard to third parties and without prejudice to the special powers delegated to members of the Executive Committee or to agents, all acts binding the association shall be validly signed by the Chairperson or his substitute referred to in paragraph 1 of this article, without the latter having to justify to third parties a prior decision by the Board of Directors or the Executive Committee.

Daily management deeds are signed by the designated responsible person or his/her delegate.

Article 29: All legal actions shall be brought or supported in the name of the association by the Board of Directors on the initiative of the Chairperson or his substitute referred to in Article 23 and a member of the Board of Directors.

The person in charge of day-to-day management is empowered, in conjunction with the Chairperson, to institute legal proceedings if urgency so requires. In this case, a report will be made at the next meeting of the Board of Directors.

Article 30: In order to preserve the political neutrality of the Brussels Chamber of Commerce and Industry, the members and former members of the Board of Directors undertake not to take advantage, in the context of a political activity, of the functions they carry out or have carried out on the Board of Directors or the Executive Committee. If they fail to do so, they will not be eligible to stand for election to the Board of Directors in the future.
In the event that a director assumes an elective political office, he shall inform the Executive Committee and undertake to resign if so requested by the Executive Committee.

B. Executive Committee and Day-to-Day Management

Article 31: The Board of Directors may delegate all or part of its powers to an Executive Committee and/or to one or more persons responsible for day-to-day management.

B.1. Executive Committee

Article 32: The Executive Committee is composed of:

• the Chairperson, the Vice-Chairpersons and the Treasurer,

• a minimum of 7 and a maximum of 10 members chosen from the Board of Directors,

• the person(s) responsible for day-to-day management, who does not have voting rights unless he/she has been appointed as a director in application of Article 16 paragraph 5;

Article 33: The provisions of Articles 25 and 27 of the Articles of Association shall apply to the Executive Committee.

Article 34: The Executive Committee's powers include in particular:

to appoint one or more persons to be responsible for the day-to-day management of the company, with the relevant signature, and to determine their remuneration.
 The person responsible for day-to-day management performs his duties under the supervision of the Chairperson and attends all meetings of the Board of Directors, the Executive Committee and the commissions;

to resign the person(s) responsible for day-to-day management and to approve the conditions of their departure;

to set up permanent or temporary committees as it sees fit for the proper operation of the Association;

to appoint the chairpeople of these committees;

to present to the Board of Directors all proposals that it is required to submit for its consideration.

B.2 Day-to-day management

Article 35: The Board of Directors delegates the day-to-day management to one or more managers, with the use of the signature relating to this management.
These officers shall be responsible for all actions required to meet the day-to-day needs of the Association, with the exception of the appointment, remuneration and resignation of management staff, which shall be decided in consultation with the Chairperson, Vice-Chairpersons and Treasurer.

Together with the Chairperson, he is empowered to perform all acts which do not justify a meeting of the Board of Directors or the Executive Committee due to the need for a rapid decision. In such cases, a report will be made to the next meeting of the Executive Committee.

The powers of the day-to-day delegates are allocated by the Board of Directors if there are two or more of them.

The delegate in charge of day-to-day management may enter into commitments on behalf of the association for a maximum amount per transaction to be set by the Board of Directors.

TITLE IV.: GENERAL ASSEMBLY

Article 36: The General Assembly is made up of the active members of the association who have paid their membership fees. It has the powers expressly granted to it by law or by these Articles of Association.
Associate members and honorary members may attend in an advisory role.

Article 37: A General Assembly of members shall be held each year in Brussels, during the month of October, at the registered office of the association or at any other location indicated in the notice convening the meeting.

The agenda must include:

1. The presentation of the Board of Directors' report on the activities and financial situation of the Chamber of Commerce and Industry during the past financial year;
2. The auditor's report:
3. Approval of the accounts for the past financial year and the budget for the current financial year;
4. Setting the membership fee for the current financial year;
5. 
Discharge of the directors and the auditor;
6. Elections for the Board of Directors;
7. Where applicable, the appointment of an auditor.

Article 38: Notice of General Assemblies shall be given either in the Chamber's newsletter or by circular, in the press or by electronic means, on the initiative of the Board of Directors represented by the Chairperson or the person acting as Chairperson.

They must be made at least 8 days in advance.

They contain the agenda.

The General Assembly may only vote on items that are included in the agenda.

Article 39: The General Assembly shall be convened whenever the Board of Directors deems it necessary or if a request is made in writing and signed by at least one-fifth of the members, stating the reasons for the request and indicating the agenda.

Article 40: Members may be represented at the meeting by another member. However, no member may hold more than two proxies.

Article 41: The meeting is chaired by the Chairperson of the Brussels Chamber of Commerce and Industry or, in his or her absence, by the First Vice-Chairperson or, in his or her absence, by one of the Vice-Chairpersons.
The Chairperson of the meeting appoints the Secretary. The Vice- Chairpersons, Treasurer and person(s) responsible for day-to-day management, who are present, complete the bureau of the assembly.

Article 42: All members have equal voting rights, each with one vote.

Article 43: As a general rule, the Assembly shall be validly constituted irrespective of the number of members present or represented and its decisions shall be taken by a majority of votes excluding abstentions, except in cases where these Articles of Association or the law provide otherwise.

In the event of a tie, the Chairperson has the casting vote.

Article 44: Notwithstanding the preceding article, decisions of the General Assembly involving amendments to the Articles of Association, the voluntary dissolution of the association or the exclusion of a member shall only be valid if the special conditions required by law are complied with.

Article 45: Any proposal falling within the remit of the General Assembly, signed by at least one twentieth of the members, must be placed on the agenda of the next meeting and included in the notice convening the meeting.

Article 46: The decisions of the General Assembly are recorded in reports signed by the Chairperson of the assembly and the person responsible for day-to-day management, as well as by the members of the assembly who so request. These reports are kept at the registered office and are published in one or more media accessible to members of the Brussels Chamber of Commerce and Industry and to third parties.

Copies or extracts for legal or other purposes shall be signed by the Chairperson or by two members of the Board of Directors.

TITLE V.: COMMITTEES

Article 47 : On the initiative of the Executive Committee, permanent or temporary committees may be set up to study issues of interest to the Chamber of Commerce and Industry or to achieve specific objectives in the fixed term.

The work and conclusions of these committees remain confidential until approved by the Executive Committee of the Chamber of Commerce and Industry, which decides what action to take.

If the interests of the Chamber of Commerce and Industry so require, its Chairperson may authorise an exception to this rule. The Executive Committee will be informed of any such derogation at its next meeting.

The composition, operation and chairpersonship of these committees are set out in the internal rules.

TITLE VI.: BUDGET AND ACCOUNT

Article 48: The financial year begins on 1 July and ends on 30 June.
Each year on 30 June, the accounts are closed and the Board of Directors approves the accounts for the past financial year and draws up the budget for the following financial year, which will be submitted to the General Assembly.

These documents are made available to members at the registered office of the Chamber of Commerce and Industry for a period of at least 8 days prior to the date of the General Assembly.

Article 49: Unless otherwise provided by law, the General Assembly shall appoint an auditor, chosen from among the members of the Institut des Réviseurs d'Entreprise, and shall fix his remuneration. The Auditor shall communicate to the Executive Committee any suggestions, recommendations or remarks he may make in the course of his duties.

TITLE VII.: DISSOLUTION, LIQUIDATION

Article 50: The association may be dissolved at any time by decision of the General Assembly deliberating under the conditions required by law.

Article 51: In the event of voluntary dissolution, the General Assembly shall appoint one or more liquidators and determine their powers.

Article 52 : The Company's assets, after payment of debts and expenses, shall be allocated to an organisation pursuing similar or related aims, as decided by the General Assembly.

TITLE VIII.: ATTRIBUTION OF JURISDICTION

Article 53: Any dispute between the Chamber of Commerce and Industry and its members relating to the application or interpretation of the articles of association and regulations shall be subject to mediation. Should mediation fail, the competent courts of Brussels shall have exclusive jurisdiction.

In the event of discrepancies between the French, Dutch and English versions of the Articles of Association or in the event of problems of interpretation, the French version shall prevail.

TITLE IX.: INTERNAL REGULATIONS

Article 54: The Executive Committee shall draw up internal regulations for the implementation of these Articles of Association.

These rules are subject to approval by the Board of Directors, which decides in accordance with Article 25. The same applies to any amendments to the articles of these internal rules.

TITLE X.: TRANSITIONAL PROVISIONS

Article 55: The amendments to the Articles of Association will come into force on 1 July 2005 unless more restrictive legal provisions.