ENSIE General Assembly

ARTICLE 12

The General Assembly convenes at least once per year and is chaired by the Chairperson of the BD.

ARTICLE 13

The GA is responsible for those matters determined in the Law of 2nd May 2002 relating to non-profit organisations, particularly:

1.     constitutional amendments ;

2.     election and dismissal of Directors ;

3.   granting discharge to the Directors;

4.     approval of the yearly budget and accounts;

5.     dissolution of the association ;

6.     exclusion of a member;

7.     transformation of the association into a society with a social purpose (social enterprise) (SFS) ;

8.     any other actions required or authorised by the constitution ;

 The GA of the association has in addition the following authority:

1.     approval of the annual program and work reports;

2.     recruitment of members;

3.     amendment of the Rules of Procedure.

All items which are not assigned by Law or the Statutes to the GA are matters for the BD.

ARTICLE 14

Members are invited to attend the GA by the Chairperson of the BD. The invitation is sent by email to all members at least one month before the meeting and must state the day, place, time and the agenda. The invitation must be signed by the Chairperson or the Secretary or the delegated coordinator.

 The Board of Directors may whenever they think fit, convene a General Assembly, or a General Assembly may be convened by one third of the members of the Company.

Any topic nominated by at least one fifth of the members must be included on the agenda.

ARTICLE 15

Only members who have paid their annual fees as stated in these statutes have voting rights at the GA. In a situation where consensus is not possible, the work integration social enterprises networks belonging to the same country must work together to have only one voice. In case of disagreement between members of the same country, they must be positioned by a blank vote or abstention. Members may be represented by proxy by another member. Each attending member can serve as a proxy for up to two absent members.

ARTICLE 16

No business shall be transacted at a General Meeting unless a quorum of members is present. One half of the membership shall be a quorum, except in cases for which there are other provisions in this constitution. Decisions are taken by simple majority of the present or represented votes except in cases indicated by law. This includes:

  • constitutional amendments, which require both a quorum of two-thirds of members and a two-thirds majority of those present or represented, according to the Law of 2nd May 2002 concerning non-profit organisations;
  • change of the objectives of the association, which require a quorum of two-thirds of members and a four-fifths majority of those present or represented, according to the Law of 2nd May 2002 concerning non-profit organisations;

 The GA cannot make decisions on points not appearing on the agenda, unless a 2/3 majority agree to include the point on the agenda and insofar as this does not concern an amendment of the statutes or dissolution of the association.

 In the case of an equality of votes (tie), the vote of the Chairperson or person who deputises for him/her shall have a second or casting vote and the resolution shall be deemed agreed on this vote.

ARTICLE 17

The decisions of the GA are recorded in written minutes, signed by the Chairperson or a Director and recorded in the Company Register reserved for this purpose. The members of the GA will receive a copy of the minutes. Third parties with a legitimate interest may also obtain copies.


Board of Directors

ARTICLE 18

The association is administrated by the BD, comprised of at least 4 Directors.

ARTICLE 19

The Directors are appointed by the members of the GA. The Directors can be dismissed by the GA at any time.The Board of Directors has the authority (for all the acts) all decisions (which are a matter for the social administration in the broadest sense) which are not attributed by Law or the Statutes to the General Assembly).

ARTICLE 20

The Directors are appointed for a term of two years. If a place becomes vacant, the next GA can appoint a Director up to the end the term of office of the previous incumbent. If the number of Directors falls below to below the quorum necessary to conduct business, either through resignation or the end of terms of office, the remaining Directors will remain in office until their replacement has been provided for. Directors who reach the end of their term of office are eligible for reappointment.

 Appointments, dismissals, resignations and removals of a Director or of a person empowered to represent the association must be recorded in the Company Register and published in the appendices of the Belgian Official Journal.

ARTICLE 21

Members of the Board of Directors shall elect from amongst their own number honorary officers to include a Chairperson, a vice Chairperson, and Treasurer, and a deputy Treasurer.  These officers form the Executive Council. No individual may hold more than one officer post on the BD. In the absence of the Chairperson, the meeting should be chaired by the vice-Chairperson or by the longest serving Director present.

ARTICLE 22

The Chairperson or the Secretary convenes the Board. The BD may only take decisions when a quorum of half of the Directors are present or represented. Decisions of the BD are taken by a simple majority.

 Directors may be represented by proxy by another member. Each Director present can serve as a proxy for only one absent Director. On an equality of votes, the vote of the Chairperson or person who deputises for him/her is decisive.

ARTICLE 23

Written Minutes of each meeting of the Board of Directors are recorded and signed by the Chairperson, the Secretary or a delegated person who replaces either of these. The minutes are recorded in the Company Register. All members may receive a copy. Any extracts or motions provided for legal reasons should be countersigned by two Directors.

ARTICLE 24

The BD represents the association without additional authority from the GA, and can undertake all legal and extrajudicial actions including power of representation, and for all matters that are not the responsibility of the GA.

 The BD may therefore act as it sees fit concerning moveable or immoveable assets: enter into contracts, sell and purchase, lend and borrow, rent and let, enter into all trade and bank transactions, extend mortgages, even with provisos to immediate foreclosure, extend mortgages with limited legal capacity, in other words, bind the association in the broadest sense and under any circumstances.

The BD can commit the association to become a member of other associations or take shares in corporations with a view to achieving its policies or interests.

 Any legally binding document with third parties must be jointly signed by two Directors.

 Directors acting on behalf of the BD with third parties must refrain from taking any decision or exercising any authority. Only the BD has the authority to legally act on behalf of the association.

ARTICLE 25

As an exception to article 24, penultimate and antepenultimate sentences, the BD may for certain actions and tasks and for day to day  administration, assign its authority or its responsibility to one or more of the Directors or to another person whether or not a member of the association.

 As an exception to article 24, last sentence, the authority to legally act on behalf of the association may be delegated to one or more Directors who each can exercise this authority autonomously and in full.

ARTICLE 26

The BD may either with the approval of the GA or on its own advisement appoint an advisory body of specialists to advise the Board in respect of substantive issues or to participate in work groups. The BD determines the authority, composition and working of these bodies.

ARTICLE 27

The Directors perform their duties on a voluntary basis. The Directors take, in the exercise of their function, no individual obligation upon themselves and are only responsible for the exercise of their mandate. The BD at a yearly GA gives account of the policies of the past year.

 


Steering Committee

The Board of Directors appoints from amongst its members a chairperson, a vice-chairperson, a secretary and a treasurer. They form the steering comitee.

  • President: Ignasi Parody
  • Vice president: Hubert Quintelier
  • Secretary: Sergi Morales Diaz
  • Treasurer: Salvatore Vetro
  • Vice treasurer: Raluca Ouriaghli