CONSTITUTION - EBO WWN

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Our Constitution

Article 1

The name of the Association is “European Business Organisation Worldwide Network asbl” (abbreviated name: “EBO Worldwide Network asbl”)

The Association is a not-for-profit Association

All documents, invoices, advertisements, publications and other items originating from the Association must mention the aforesaid name of the Association preceded or followed by the words “not-for-profit association” legibly written in full.

Article 2

The head office of the Association shall be located in the judicial district of Brussels, the Capital of Belgium and is currently located at 1000 Brussels, 168, Avenue de Cortenbergh.

The location of the head office can be changed by decision of the Board of Directors to any other place in this judicial district.

Regional offices may be set up in other locations by decision of the Board of Directors.

Article 3

The objectives of the Association are:

  • to improve the business environment for businesses of the European Union in non-EU countries and to support the internationalisation of Small and Medium-sized Enterprises (SMEs) of the European Union.
  • to represent the views of the members of the Association present in non-EU countries before the institutions of the European Union.
  • to establish a closer relationship between the EU institutions and the EBO members while contributing actively to the policies of the EU.
  • to exchange information amongst the members of the Association and to develop extensive regional opportunities amongst the members.
Article 4

The Association is constituted for an unlimited period of time. The Association can be dissolved at any time.

Article 5

The maximum number of members is unlimited. The minimum number of members is three.

Membership is limited to one organisation per country or self-governing region.

The range of social rights only recognises members of the Association.

Article 6

Only if you’re always right. One of our jobs is to help you avoid mistakes. We’ll challenge your ideas and assumptions so that you’ll be ready for the tough questions when you meet with investors.

Article 7

The loss of member status occurs:

– by resignation: each member is free to resign at any time from the Association by sending a written notice of resignation to the Board of Directors. In cases of resignation, the member status ceases at the end of the financial year in which the notification was issued.

– by removal: a member can only be removed by decision of the general meeting of the members by a majority of two-thirds (2/3) of the votes of the members present or represented, provided that the member has been invited by registered letter sent 15 days in advance to present his/her defence.

The grounds for exclusion are:

  • a prolonged lack of interest in the activities of the Association;
  • repeated failures to fulfil the member’s obligations in the context of the Association;
  • non-compliance with the Constitution of the Association;
  • all conduct capable of harming the Association;
  • by death, dissolution or insolvency;
  • by expulsion when the member refuses to pay the membership fee which the member is obligated to pay. Refusal is established when formal notice, by registered mail remains unanswered for 15 days from the date of the postage stamp.

In the event of serious misconduct contrary to this Constitution or the internal rules, the Board of Directors may suspend the membership until the expulsion is approved at the next general meeting of the members.

Article 8

A resigning, suspended or expelled member as well as such member’s creditors or persons to whom obligations are owed as well as the heirs and creditors of a deceased member or a member who has resigned shall not be entitled to any reimbursement of membership fees paid and do not have any right to the funds of the Association.

A resigning member does not have the right to claim or demand bank statements, rendering of accounts, affixing of seals or the taking of inventory.

The suspension or the loss of the status of a member shall not have any impact upon the contractual obligations of the suspended or resigned member in so far as such member’s legal obligations in regard to the Association are concerned, if these obligations are connected with services provided by the Association.

Article 9

Each member must pay a one-time entry fee at the time of accession. The amount of this entry fee shall be fixed in advance by resolution and may not exceed the sum of € 100.00.

Each member must pay an annual membership fee. The amount of the annual membership fee shall be determined before the end of the previous year by the Board of Directors and cannot exceed € 200.00 per year.

In exceptional cases, when the membership fee cannot be paid for legal or regulatory reasons, a dispensation may be granted by the Board of Directors after having received written notification from the EU delegation of the country in which the member has its seat reporting the reasons for the non-payment.

The resources of the Association can in addition ensue:

  • from financial assistance from physical or legal persons
  • from income generated from its assets
  • from public funding
  • from other resources permitted in terms of the Statutes.

On no account shall the membership fees be used for any purpose other than to exclusively promote and reinforce the objectives of the Association.

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Article 10

A Board of Directors consisting of at least five Association members administers the Association.

The number of Directors must always be less than the number of persons who are members of the Association.

The Directors are appointed and removed by the general meeting of the members.

Directors of the Association shall hold office without remuneration.

Article 11

The members of the Board of Directors are elected for a period of one year and are eligible for re-election. Each member of the Association is eligible to hold any position within the Board of Directors.

Article 12

Where one of the members of the Board passes away or ceases to act during a financial year, the Board may decide upon a replacement. This appointment shall be provisional and subject to ratification at the next general meeting of the members; the member so appointed shall act in place of the predecessor for the remainder of the mandate.

Article 13

Each year the Board of Directors elects, from within its members, office bearers consisting of a Chairman, two Vice Chairmen, a Secretary and a Treasurer.

The Board of Directors is authorised to delegate some of its powers of its choosing to one of its members or to any other person.

Article 14

The Board of Directors shall meet whenever the interests of the Association so require.

The Chairman convenes meetings of the Board of Directors and presides over them; in the event that the Chairman is unable to do so, one of the Vice Chairmen shall preside and in cases where this is not possible, the most senior Director present shall preside.

The Board of Directors shall meet at the request of at least three Directors.

The quorum for a valid meeting of the Board of Directors is at least half of the members of the Board of Directors present or represented.

A Director may represent an absent Director. However, a Director may only represent one other Director.

All decisions of the Board of Directors are taken by a simple majority vote. In case of equal numbers of votes the person presiding shall have the deciding vote.

Minutes shall be kept of each meeting and these shall be recorded in a register and approved by the Chairman or by two members of the Board of Directors.

Article 15

The Board of Directors is vested with the fullest powers to administer and manage the Association.

The Board of Directors must submit each year the accounts for the relevant financial year and the budget for the following year to the general meeting of the members for approval.

The Board of Directors has full authority to decide upon all matters, which arise, save and except for those which are reserved to the general meeting of the members by Law and by this Constitution.

The Board of Directors shall establish the internal rules of the Association.
For urgent or extraordinary measures not specifically assigned to the Board of Directors, the Board is authorised to act on behalf of the general assembly. Such measures are, however, subject to confirmation by the general assembly at the next general assembly meeting.

Article 16

All official decisions and acts which bind the Association, other than those arising in the course of day-to-day management or taken by specially authorised persons, are signed by the Chairman or by two Directors acting jointly. Such decisions and acts related to third parties do not require a deliberation by the Board of Directors.

Day-to-day management of the Association is assigned to the person or persons designated for this purpose by the Board of Directors.

Article 17

The general meeting of the members is open to all of the members of the Association.

Matters for decision by the general meeting of the members are:
1° – The appointment and removal of the Directors and the fixing of the number of Directors.
2° – The approval or rejection of the accounts and the budget.
3° – The modification of the Constitution of the Association in a manner which conforms to any applicable legislation thereto.
4° – The dissolution of the Association.
5° – The expulsion of a member.
6° – The approval of the annual report of the Board of Directors of the activities of the Association.
7° – The granting of discharge of the members of the Board of Directors for their activities during the preceding year.
8° – The exercising of the powers reposed by the Board of Directors in the Constitution.

Article 18

Except in cases where the law or this Constitution provides otherwise, the general meeting of the members is validly constituted if at least one-third (1/3) of the members of the association are present or represented and decisions are taken by a simple majority vote.

Where there is an equal number of votes cast the presiding chairman shall have the deciding vote.

However, decisions made in regard to matters addressed in article 17, 3° et 5° may only be taken by the members in a general meeting of the members at which two-thirds (2/3) of the members are present or represented and at which two-thirds (2/3) of the members present or represented vote in favour.

A change to the social objective of the Association may only be made by a general meeting of the members at which two- thirds (2/3) of the members are present or represented and at which two-thirds (2/3) of the members present or represented vote in favour.

In order for the Association to be dissolved a decision must be taken by a general meeting of the members at which two-thirds (2/3) of the members are present or represented and at which three-quarters (3/4) of the members present or represented vote in favour.

The general meetings may be attended by means of videoconferencing and the presence of a member by such a means is accepted in the quorum of presence and votes. Costs relating to videoconferencing are at the member/s own expense.

If these conditions are not met, a further general meeting of the members may be convened.

The further general meeting of the members may validly meet and take decisions regardless of the number of members present or represented.

Article 19

The general meeting of the members is presided over by the Chairman of the Board of Directors or in his or her absence by a Vice Chairman and shall meet at least once a year.

The Board of Directors convenes the general meeting of the members by notification at least three months in advance, and such notice shall contain the general meeting agenda. Only agenda items can be dealt with at the general meeting of the members.

The Board of Directors may convene an extraordinary general meeting of the members at any time; and also if there is a request from at least one-fifth (1/5) of the members.

The Board of Directors may on a case-by-case basis invite third parties to be present, at a general meeting of the members.

Article 20

Each member has one vote at a general meeting of the members.

Each member may be represented at a general meeting of the members by another member who has been granted a proxy.

EBO WWNThe Secretariat
C/o International Department
of Business Europe
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© 2020 by EBO Worldwide Network ASBL

© 2020 by EBO Worldwide Network ASBL