Article of association

Article 1.
An international non-profit association called “FEDERATION OF EUROPEAN SCLERODERMA ASSOCIATIONS” or, in its abbreviated form, “FESCA” is hereby incorporated.
Hereinafter referred to as the “Association”.
The Association has legal personality and is governed by the Belgian Code of Companies and Associations dated 23 March 2019 (hereinafter referred to as the “Code”) as amended and modified by subsequent laws.

Article 2.
The seat of the Association is located in the Walloon Region.

Article 3.
All deeds, invoices, advertisements, publications, letters, order forms, websites and other documents, whether or not in electronic form, issued by the Association must contain the information referred to in article 2:20 of the Code.

Part II – Purpose – Objectives – Activities

Article 4.
The purpose of the Association is to support people with scleroderma by promoting the advancement of knowledge, research, and information in the field of scleroderma within medical, governmental, and social arenas, and by increasing awareness of the disease among the general public.

Article 5.
The activities in which the Association will engage in order to fulfil its objectives are:
• To collect and distribute information on all aspects of scleroderma, in both medical and sociological areas of the disease;
• To foster excellence in education and research, with a view to improving treatment and patient care;
• To assist in improving knowledge of the disease in people with scleroderma and among members of the health, welfare, and medical professions, and governmental bodies;
• To encourage and/or undertake surveys, research projects, and clinical trials related to the disease, and the publication of the results of any such research;
• To strive to establish parity of treatment and knowledge across Europe among people with scleroderma;
• To promote awareness and recognition of the disease in the general public throughout Europe;
• To gain representation on any European or international body whose interests could be of benefit to members of the Association;
• To do all other such lawful things as are necessary for the attainment of the above objectives.

Part III – Members – Membership

Article 6.
Membership of the Association is open to all national patient organisations in Europe providing support for people with scleroderma.
Admission of members is solely decided by the Board.
The number of members is not limited. However, with the exception of founding members, the number of organisations from the same country may never exceed two.
The Board may also consider admission of organisations from countries near Europe.

Article 7.
Members of the Association are free to withdraw their membership at any time by written notice to the Board.
Exclusion of a member can only be decided by the General Assembly by a two-thirds majority of the votes cast with a minimum of two-thirds of members being present or represented at the relevant meeting of the General Assembly. The grounds for exclusion are binding, and do not have to be disclosed.
The Board can suspend membership until a formal decision is taken by the General Assembly, in a case where a member is acting against the purpose, objectives or functioning rules of the Association.

Article 8.
Members shall be required to pay an annual membership fee as determined by the General Assembly from time to time.

Part IV – General Assembly

Article 9.
The General Assembly is composed of all members of the Association which are represented at the meetings of the General Assembly by one or more delegate(s) from each member organisation.

Article 10.
The General Assembly is the highest authority of the Association. The General Assembly is responsible for the overall control of the Association and ensuring that the Board performs its tasks properly in accordance with the purposes of the Organisation. The General Assembly has the powers given by the Code and/or these Articles of Association, including:
• Amendments to the Articles of Association;
• Appointment, revocation and discharge of Board members;
• Approval of budget and annual accounts;
• Voluntary dissolution of the Association;
• Exclusion of members.

Article 11.
A General Assembly shall be held annually at the latest six (6) months after the date of closing of the preceding financial year in order to approve the annual accounts of the Association (the “AGM”). Such meeting shall be held at the office of the Association or any other location indicated in the convening notice. The Board may also provide the possibility for members to participate remotely to the General Assembly via tele- or video-conference or any other electronic means of communication made available by the Association in accordance with article 10:7/1 of the Code. Decisions of the General Assembly may also be made in writing with the unanimous consent of the members in accordance with article 10:6/1 of the Code.

Article 12.
An extraordinary meeting of the General Assembly can be called at any time by 20% of the members of the General Assembly or at the request of the Board.

Article 13.
Convening notices to the meetings of the General Assembly are sent by the Board by (air) mail or by electronic means of communication to each member at least eight (8) days prior to the Meeting. All notices should be signed by the secretary of the Board. The notice shall indicate the date and place of the meeting (or the instructions to participate in the virtual meeting) as well as its agenda.
Where the notice concerns the amendment to the Articles of Association or the dissolution of the Association, the notice should be sent twenty-one (21) days prior to the Meeting and shall include full information about the proposed amendment and proposed dissolution.

Article 14.
Each member will be entitled to attend the meetings of the General Assembly through one or more delegate(s). The delegate(s) must have full powers to take all decisions on behalf of the member organisation so represented.

Article 15.
Meetings of the General Assembly will be chaired by the president of the Board.

Article 16.
The right to vote at the General Assembly is regulated as follows.
Each member will have two votes. However, if there are two members (organisations) from the same country, each of them will have one vote. If there are more than two members (organisations) from the same country, these members will decide how to split the two votes among themselves.
Unless otherwise provided for in the present Articles of Association or by the Code, decisions of the General Assembly shall be taken by a simple majority of votes with at least two-thirds of the members being present or represented at the relevant meeting of the General Assembly.
Abstentions shall not be taken into account when counting the votes.

Article 17.
Any proposal to amend the Articles of Association or to dissolve the Association must be made by the Board or by at least 20% of the members of the Association. The General Assembly may only validly deliberate on such proposal if at least two-thirds of its members are present or represented. If such quorum is not reached, a second meeting of the General Assembly shall be called, under the same principles as the first one. This second General Assembly shall be entitled to take valid decisions irrespective of the number of members present or represented. Any resolution to amend the Articles of Association or dissolve the Association must be adopted by a majority of two-thirds (2/3) of the votes cast.

Article 18.
The resolutions of the General Assembly shall be recorded in the register of the minutes of meetings; they are to be signed by the president and one other director. This register is kept at the registered office of the Association where all members may consult it, and from where it may not be displaced.
All members may ask for copies of such minutes signed by the president and one other director.

Part V – Board of Directors

Article 19.
The Association is administered by a board of directors (the “Board”) composed of minimum four (4) and maximum nine (9) directors. The Board shall include a president, vice-president, treasurer and secretary to whom specific roles shall be delegated. The directors are appointed by the General Assembly to serve a period of three (3) years and are eligible for re-election. The directors may be revoked at any time by the General Assembly.

Article 20.
The president shall be the custodian of the records and official acts of the Association and shall perform any other tasks and duties as may be determined by the General Assembly.
In the absence or incapacity of the president, his/her duties will be carried out by the vice-president.
The treasurer shall receive membership fee and other contributions or gifts and prepare the annual accounts and reports to be validated by the Board before being submitted to the General Assembly for approval.
The secretary shall be responsible for the correspondence of the Association.

Article 21.
The Board will meet by invitation of the president or the secretary giving at least five (5) working days’ notice to the other directors. Decisions can be validly taken only when the majority of the directors are present. Decisions are to be taken by a simple majority of the votes cast; in the event of a tied vote, the chairman or his/her substitute has the casting vote.
Board meetings may also be attended via tele- or video-conference or any other electronic means of communication made available by the Association. Decisions of the Board may also be made in writing with the unanimous consent of the Board members.
The decisions taken are recorded in minutes of the meeting, signed by the president and secretary, and kept in a special register. Excerpts to be produced and all other documents shall be signed by the president and one other director.

Article 22.
The Board shall have the broadest powers for the administration and management of the Association.
Shall only be excluded from these powers, the acts reserved to the General Assembly by the Code or the present Articles of Association.

Article 23.
The Board may delegate day-to-day management of the Association, including signature and representation powers relating to such daily management, to one or more persons whose powers it shall determine.

Article 24.
Legal actions, whether as plaintiff or defendant, are handled on behalf of the Association by the Board, at the request of the president or the person entrusted with the daily management.

Article 25.
Without prejudice to the specific powers and/or the powers granted for the day-to-day management, all acts and documents binding upon the Association shall be signed either by the president or by the joint signature of two directors, who do not have to justify their authority to a third party.

Article 26.
The treasurer, or when not available the president, has the power to accept, provisionally or definitively, gifts made to the Association, and to carry out all necessary formalities to obtain those donations.

Article 27.
Any director may resign at any time by giving written notice to the Board. Any such resignation shall take effect upon the date of the receipt of such written notice and shall be published in accordance with the Code.

Part VI – Finances – Budget

Article 28.
The financial year starts on January 1st and ends on December 31st. Each year, the Board shall prepare the annual accounts and shall submit them to the General Assembly for approval during the AGM.

Article 29.
The annual budget will be prepared by the Board and submitted to the AGM for approval.
Approval of the annual budget will require a majority of two-thirds (2/3) of the votes cast.
The General Assembly may authorize by the same majority any expenditure that comes outside the budget approved by the previous General Assembly meeting.

Part VII – Dissolution – Liquidation

Article 30.
The General Assembly shall appoint the liquidator or liquidators, determine their powers, determine the method of dissolution and liquidation and indicate the use to be made of the net assets of the Association. Such decisions shall be taken by a majority of two-thirds (2/3) of the votes cast. Any net assets remaining after the liquidation shall be transferred to another non-profit legal entity with charitable purposes similar to some or all of the purposes of the liquidated Association or, if and insofar no effect can be given to such allocation, then to some other charitable purpose.

Part VIII – General Provisions

Article 31.
Any matter not mentioned in these Articles of Association shall be governed by the Code, and in particular Book 10 of the Code.
The text of the present Articles of Association shall exist in English and in French. In case of contradictions or discrepancies between the two texts, the French text (“Statuts”) will prevail and be binding.