The Association of ERC Grantees is an International Non-Profit Organization operating under Belgian Law. It is governed by its membership. Its statutes define its goals and its organisational structure.
CHAPTER I: NAME, REGISTERED OFFICE AND DURATION OF THE ASSOCIATION
Article 1 – Name and form
The name of the association shall be « Association of ERC Grantees ». It is referred to in the following articles as « the Association ». It shall take the form of an international non-profit association.
Article 2 – Registered Office
The registered office of the Association is located in the Brussels-Capital Region. The Board of Directors has the power to move the registered office of the Association in Belgium, provided that such a move does not require the language of the Articles of Association to be changed in accordance with the applicable language regulations. Such decision of the Board of Directors shall not require any amendment to the Articles of Association unless the registered office is transferred to another Region. In the latter case, the Board of Directors has the power to amend the Articles of Association. If the language of the Articles of Association has to be changed due to the relocation of the registered office, only the General Meeting has the power to take this decision subject to compliance with the rules prescribed for the amendment of the Articles of Association.
Article 3 – Duration
The Association is established for an unlimited period of time. It may be dissolved at any time in accordance with the provisions of Article 31 of these Articles of Association and in accordance with the Articles 2 :109 et seq. of the Companies and Associations Code.
CHAPTER II: PURPOSE AND ACTIVITIES OF THE ASSOCIATION
Article 4 – Purpose
The purpose of the association is as follows:
- to build and support a scientific community through networking and exchanges between its members.
- to communicate with the general public about the role of basic scientific research in the knowledge-based societies through science popularisation and awareness raising activities.
- to promote and defend the funding of excellent basic scientific research in Europe, research of which the direction is determined by the researches themselves, as exemplified by the research programmes administered by the European Research Council (ERC).
Article 5 - Activities
- The Association shall pursue the achievement of its aims as described in Article 4 through any activity directly or indirectly related to them and of such nature to promote the accomplishment of such aims and in particular through the following activities:
- The Association organises meetings on a regular basis, restricted to members or open to the public and uses any other means of communication in order to publicise and discuss the scientific work of its members; to promote networking within the Association and to promote debate between the Association and the audiences concerned.
- The Association communicates with all relevant actors participating in science policy activities and disseminating the results of scientific research to the general public.
- The transnational and interdisciplinary community of the Association contributes to debates about the social and economic benefits of funding basic research.
- The Association develops activities to encourage quality applications from applicants wishing to work in all countries eligible for the European Research Council programmes, seeking in particular to encourage diversity within the European scientific community.
In addition, the Association supports and may have interests in any other non-profit activities of legal entities similar or related to those defined above. The Association carries out its activities both in Belgium and abroad and may itself be a member of other non-profit entities or create them, provided their non-profit purpose is related to that of the Association. The Association may also acquire, alienate or possess all movable and immovable property and exercise all proprietary or real rights as well as personal rights and generally perform all acts, conclude all contracts and agreements directly or indirectly related to its object.
CHAPTER III: THE MEMBERS
Article 6 – Membership of the Association
§ 1st The Association consists of full members and honorary members.
1. Full members
§ 2. Full members are the founding members of the Association and the members admitted as such by the General Meeting. The number of full members is unlimited.
§ 3. The status of full member is open to any natural person who is or has been the recipient of an « ERC » contract. The accession of any new member is decided by the General Meeting upon written application to the Board of Directors. The latter transmits the request to the General Meeting for decision. The decision is brought to the attention of the applicant by ordinary letter or e-mail.
§ 4. Only the full members enjoy the full rights granted by law.
2. Honorary members
§ 5. An honorary member is any individual or legal entity who, wishing to support the Association by his presence, activities or financially, makes a request by letter addressed to the Board of Directors. The Board of Directors forwards the request for decision to the General Meeting, which does not have to justify its decision. The latter, which is not subject to any appeal, is brought to the attention of the applicant by ordinary letter or e-mail.
Article 7 - Exclusion, suspension, resignation
§ 1. The exclusion of a member may only be decided by the General Meeting acting by majority of 2/3 of the votes present or represented and provided that 2/3 of its members are present or represented.
Acts that may lead to the exclusion of a member are:
- failure to comply with the law, the Articles of Association, the Internal Regulations;
- serious misconduct, actions or words, which could tarnish the honour or consideration that the Association should enjoy.
However, any exclusion shall be deemed null and void if one of the following formal provisions has not been complied with:
- the exclusion of the member must be included on the agenda of the General Meeting on his case;
- the member concerned must be notified by the Board of Directors of the intention to expel, by registered letter sent within one month prior to the date set for the General Assembly deciding on this case;
- the Board of Directors must hear the member whose exclusion is requested if the latter wishes so and receive and immediately communicate to the General Meeting any statement of defence sent to the Chairman of the Board of Directors at least one week prior to the date set for the General Meeting deciding on its case.
§ 2. The exclusion shall take effect on the date of the decision taken by the General Meeting and shall be notified to the person concerned by e-mail sent with acknowledgement of receipt.
§ 3. The Board of Directors may suspend a member who is guilty of serious breach of the law or of the Articles of Association until the next General Meeting will decide on his case. Suspension of membership shall be notified to the member by e-mail with acknowledgement of receipt.
§ 4. Members are free to withdraw from the Association at any time by sending their resignation to the Chairman of the Board of Directors by e-mail with acknowledgment of receipt.
§ 5. A member who does not pay the membership fee due within one month of the reminder sent by registered letter shall be deemed to have resigned.
Article 8 – Rights with regard to the assets
The resigning, suspended or excluded member as well as the creditors, the heirs or beneficiaries of the deceased member have no rights over the assets of the Association. They may not claim or require the rendering of accounts, the affixing of seals, inventory, division, auction or liquidation, nor reimbursement of any donation, gift, subsidy or contribution paid.
Article 9 - Maintaining the Directory of Members
The Board of Directors shall maintain a directory of members, which may be kept in electronic form.
Article 10 - Obligations of the Members
Members do not enter into any personal obligation with respect to the commitments of the Association.
Article 11 - Contributions
Full members and honorary members pay an annual membership fee, which amount is set by the General Meeting.
CHAPTER IV: THE GENERAL MEETING
Article 12 - Composition
The General Assembly is composed of all full members.
Only full members have the right to vote.
Article 13 - Powers
Without prejudice to the other powers granted by these Articles of Associations and the provisions of the law, the powers of the General Meeting are as follows:
1° to amend the Articles of Association,
2° the appointment and dismissal of directors,
3° the appointment and dismissal of the auditors and the fixing of their remuneration in cases where remuneration is awarded;
4° the discharge to be granted to the directors and to the auditors;
5° the approval of the budgets for the following financial year and the annual accounts;
6° the voluntary dissolution of the Association;
7° the exclusion of a member;
8° fixing the amount of the membership fee.
The General Meeting also decides on the orientations of the Association and the positions it adopts.
Article 14 - Convening
§ 1st. The General Meeting shall be convened by the Board of Directors to an Ordinary General Meeting at least once a year during the first half of the year and no later than the 30th of June at the registered office or at any other place indicated in the notice of convening. On this occasion, it shall decide at least on the following points:
- Approve or not approve the annual accounts;
- Approve or not approve the budget for the next financial year;
- Approve or not the report of the statutory auditors, if any;
- Granting or not granting discharge to the directors, statutory auditors and auditors.
- Appointment of directors.
§ 2. The Association may be convened in an Extraordinary General Meeting at any time by decision of the Board of Directors or at the request of one tenth (1/10) of the full members. Such a request must be addressed to the Chairman of the Board of Directors by e-mail sent with acknowledgement of receipt at least 20 working days prior to the date of meeting.
§ 3. If necessary, the auditor may convene the General Meeting. He must convene it at the request of one-fifth (1/5) of the full members.
§ 4. The General Meeting, whether Ordinary or Extraordinary, shall be convened by ordinary letter or e-mail sent at least 10 working days prior to the date of the meeting, signed, on behalf of the Board of Directors, by its President or, failing that, by two directors.
The convening notice shall mention the day, time and place of meeting.
§ 5. Any member shall have the right before, during or after a session of the General Meeting to waive the formalities for convening the meeting and the time limits provided for in this article. Unless he disagrees, any member present or represented and any director present at a session of the General Meeting shall be deemed to have been duly convened to the meeting.
§ 6. The agenda shall be mentioned in the notice convening the meeting. Any request for the inclusion of an additional item on the agenda, signed by at least one tenth (1/10) of the full members must be placed on the agenda. Such request must be sent to the Board of Directors by ordinary letter or e-mail at least 7 days prior to the date of the meeting. The additional item shall be immediately communicated to all members.
Article 15 - Deliberation
§.1er. Each full member may be represented at the General Meeting by another full member of the Association by written proxy. A member may hold a maximum of 10 proxies, it being understood that the Meeting may only be held in the presence of at least 3 members.
§.2. Each full member has equal voting power.
§.3. Resolutions are taken by consensus. In the absence of consensus, resolutions shall be taken by a simple majority of votes of the members present and represented, unless otherwise decided by law or these articles. Voids, blanks and abstentions shall not count for the purpose of calculating the majorities. In the event of a parity of votes, the President shall have the casting vote.
§.4. If the President is unable to attend, the Presidency of the Meeting is exercised by the Vice President and, if the latter is unable to attend, by the member appointed by the Meeting.
§.5. The secret ballot may be required at the request of at least 2 members for decisions concerning persons.
§.6. Without prejudice to § 1st of this Article, the General Meeting may only validly deliberate if at least half of its full members are present or represented. If this quorum is not reached, the General Meeting shall be convened again no less than fifteen days after the first meeting and no more than one month later. It then deliberates validly regardless of the number of full members present or represented, provided that the text of this paragraph and indication that it will be used are on the agenda.
§.7 The General Meeting shall only deliberate validly on the amendment of the Articles of Association if this is specifically mentioned in the notice of meeting and if 2/3 of the full members are present or represented. A majority of 2/3 of the votes present or represented is required for the amendment of the Articles of Association while a majority of 4/5 of the votes present or represented is required to decide on the amendment of the disinterested purpose and activities of the Association or the dissolution of the Association. Voids, blanks and abstentions are not taken into account for the calculation of majorities.
§.8. The General Meeting cannot deliberate validly on items that are not on the agenda except in cases of emergency decided by 3/4 of the full members present or represented.
Article 16 – Book of minutes and recording
§ 1st. The resolutions of the General Meeting are recorded in a minute book and signed by the Chairman and the Secretary or in case of impediment by the Chairman of the sitting and at least one full member present at the sitting. This register shall be kept at the registered office, where all members may consult it, but without moving the register, after written request to the Chairman of the Board of Directors, with whom the member agrees the date and time of consultation. Extracts from these minutes are delivered, at their request, to any member as well to any third party showing a legitimate interest.
§ 2. Any amendments to the articles of Association shall be filed, together with their coordinated version, with the clerk’s office of the Commercial Court without delay and published in the Appendices of the Belgian Official Gazette as provided for in Article 2.10 of the Companies and Associations Code. The same shall apply to all acts relating to the appointment or termination of directors, persons delegated to the day-to-day management, persons authorized to represent the Association and, where applicable, the statutory auditors, as well as those relating to the dissolution and liquidation of the Association.
CHAPTER V : THE BOARD OF DIRECTORS
Article 17 - Composition of the Board of Directors – appointment of directors
§ 1st. The Association is administered by a Board of Directors of a minimum of 12 and a maximum of 18 persons, appointed by the General Meeting among the full members, whose composition shall aim to ensure the most equal possible representation of gender, geographical diversity, scientific disciplines and types of European Research Council scholarships.
§.2. The directors shall remain in office for a term of three years and can be reappointed.
§ 3. A President shall be appointed among the directors by the Meeting on the proposal of the Council for a period of three years, renewable once. A Vice President, a Secretary and a Treasurer are appointed by the Board of Directors from among its members for a renewable period of three years. If the President is unable to attend, he is replaced by the Vice President. If the Vice President is unable to attend, he shall be replaced by a director present and appointed by the Board. The Secretary is in particular responsible for ensuring that the minutes are drawn up and signed and for ensuring that the documents are stored. He shall file, as soon as possible, the documents required by law with the registry of the competent court.
Article 18 – Loss of the status of director
§ 1st. In addition to the expiry of the term, the mandate of a director ends upon death, resignation or removal.
§ 2. Any director may announce his resignation by registered letter addressed to the Chairman of the Board of Directors.
§ 3. Any director may be dismissed by the General Meeting by a reasoned decision adopted by a majority of 2/3 of the full members present or represented, subject to compliance with the quorums provided for in article 15, § 6 of these Articles of Association. The director concerned must be heard by the General Meeting before the decision is taken. Furthermore, for the purpose of such hearing, he must be informed of the request of removal and the reasons for it. Any decision to remove a director from office must be sent to him by registered mail.
§ 4. In the event of death, resignation or dismissal of a director, the remaining directors may co-opt a new director in accordance with the conditions set out in Article 17 § 1st of these Articles of Association. The first subsequent General Meeting shall decide on the mandate of the co-opted director; in the event of confirmation, the co-opted director shall complete the mandate of this predecessor unless the General Meeting decides otherwise. If there is no confirmation, the term of office of the co-opted director shall end at the end of the General Meeting without prejudice to the regularity of the composition of the administrative body at that time. In the interval between co-optation, the Board shall meet and deliberate validly on any matter it recognises as being urgent.
Article 19 – Convening of the Board of Directors
§ 1st. The Board of Directors shall meet when convened by its President as often as required by the interests of the Association and at least once every six months. The Board of Directors must also meet within 30 calendar days of the request addressed to the President by 1/3 of the directors.
§ 2. Convening notices shall be sent by the President, by ordinary mail or by e-mail, to all directors at least 15 working days prior to the Board meeting, except in cases of justified urgency. The notice of meeting shall mention the day, time and place of the meeting as well as the agenda and shall contain all documents useful for decision-making.
§ 3. Any proposal by a director that reaches the Chairman at least 10 working days before the Board meeting must be included on the agenda.
§ 4. At the reasoned request of any director, the Board may, in cases which it recognises to be urgent, decide during the meeting to place on the agenda one or more items which were not on the agenda. If the Board adopts a decision to this effect, it shall then deliberate on the items thus added on the agenda.
Article 20 – Powers and functioning of the Board of Directors
§ 1st. The members of the Board of Directors shall exercise their powers in a collegial manner without prejudice to delegations or exceptions expressly admitted by the Board.
§ 2.The Board may deliberate by telephone or video conference, which must allow for collective deliberation, in accordance with the quorum and majority rules laid down in Article 22 of these Articles of Association.
§ 3. Decisions of the Board of Directors may be taken in writing by unanimous decision of all directors.
§ 4. On the proposal of one of its members, the Board of Directors may invite to participate in its discussions on one or more duly specified matters appearing on the agenda and in an advisory capacity only, any person whose presence it deems necessary.
§ 5. Any director may, with the consent of the Chairman, be assisted by technical advisers for one or more duly specified items on the agenda.
§ 6. The directors shall exercise their mandate free of charge, without prejudice to possible defrayal of expenses incurred in the performance of their duties.
Article 21 - Powers
The Board of Directors shall have all powers necessary to achieve the purpose of the Association except those powers reserved by law or these Articles of Association to the General Meeting or other bodies.
The powers of the Board of Directors are, in particular, the following:
- Drawing up the draft of the annual accounts and the draft of the budget to be submitted to the General Meeting,
- Control of budgetary expenditure,
- Management of the Association within the guidelines of the General Meeting,
- Convening of the General Meeting,
- Non-binding proposals to the General Meeting concerning the appointment or dismissal of Directors,
- Representing the Association vis-à-vis third parties and in court, both as plaintiff and defendant,
- Execution of all deeds and contracts,
- Opening and management of all bank accounts,
- Transaction, compromise, acquisition, exchange,
- Sale of any movable or immovable property, mortgage,
- Conclusion of leases,
- Acceptance of all legacies, subsidies, donations and transfers,
- Waiver of all rights,
- Appointment and dismissal of the staff of the Association
Article 22 - Quorum and majorities
§ 1st. Without prejudice to § 3 of this article, the Board of Directors shall only deliberate validly if at least half of the directors are present or represented.
§ 2. Each Director has one vote. Decisions are taken by a majority of the votes of the Directors present or represented, abstentions, blank or invalid votes not being counted. In the event of an equality of votes, the Chairman shall have the casting vote.
§ 3. A director who is unable to attend may appoint another Director by written or e-mail proxy. A director may hold a maximum of 3 proxies, it being understood that the Board may only meet in the presence of at least 4 directors.
Article 23 – Minutes
The resolutions of the Board of Directors are recorded in minutes signed by the Chairman of the meeting and the Secretary.
Extracts from these minutes are delivered to any Director upon request.
Article 24 – Daily management
§ 1st. The Board of Directors may appoint one or more persons from within or outside the Board, with the use of the relevant signature, to be responsible for the day-to-day management of the Association. If there are several of them, the delegates for the day-to-day management shall exercise their powers collectively. This or these delegate(s) may be joined by any advisor or specialist.
§ 2. The powers of the delegate are limited to the acts of daily management of the Association which enable the acts of administration to be carried out:
- which do not exceed the needs of the daily life of the Association,
- which, because of their minor importance or the need for a prompt solution, do not justify the intervention of the Board of Directors.
§ 3. The term of mandate of the Managing Director for the daily management, which may be renewable, shall be fixed by the Board of Directors. Where applicable, the revocation of the mandate of director shall automatically entail the end of the mandate of managing director for the daily management.
§ 4. The Board of Directors may, at any time and without having to justify its decision, revoke this delegation, refer to the matters dealt with by the delegate, substitute its decision for that of the delegate, without prejudice to any rights acquired by third parties and address to the delegate any injunction useful for the performance of his duties.
Article 25 – Other delegations
The Board of Directors may, by special mandate, in favour of one or more directors or one or more third parties, delegate any powers of attorney and/or signature it deems appropriate in limited matters that it specifies. In this case, the Board of Directors retains the right to revoke such delegations at any time, to refer to the files handled by the delegate(s), to substitute its decision for that of the delegate(s) without prejudice to any rights acquired by third parties and to issue any useful injunction to the delegate(s) for the exercise of his(their) mission.
Article 26 – Liability
The directors, the persons delegated to the day-to-day management as well as the persons authorised to represent the Association do not, by virtue of their functions, enter into any personal obligation with regard to the Association.
Article 27 – Representation of the Association
Without prejudice to the delegations provided for in the Articles 24 and 25, any deed committing the Association shall be signed by the Chairman and one Director, or failing that, by two Directors, without they having to justify their powers with respect to third parties. Legal actions, whether as plaintiff or defendant, shall be decided by the Board of Directors and shall be brought or sustained in the name of the Association by the Chairman and one Director, or failing that, by two Directors, without them having to justify their powers with respect to third parties.
Article 28 – Budgets and Accounts
The accounts for the past financial year and the budget for the following financial year shall be submitted annually to the Ordinary General Meeting for approval by the Board of Directors. The accounts and budgets shall be kept and, where applicable, published in accordance with the law.
CHAPTER X : MISCELLANEOUS PROVISIONS
Article 29 – Statutory Auditors
Except where required by law, the General Assembly may entrust the audit of the accounts to one or more internal auditors or to one or more external auditors.
Article 30 – Liberalities
On the proposal of the Board of Directors, the General Meeting is authorised to accept donations to the Association provided that their value does not exceed 100,000.00 EUR. Any donation whose value exceeds 100,000.00 EUR must be authorised in advance by the Minister of Justice or his delegate.
Article 31 – Dissolution
In the event of dissolution of the Association, the General Meeting shall appoint the liquidator(s), determine their powers and, on the proposal of the Board of Directors, indicate the allocation to be given to the net assets of the Association. This allocation must necessarily be made in favour of a disinterested purpose whose aims are close to those of the Association. All decisions relating to the dissolution, the conditions of liquidation, the appointment and termination of the duties of the liquidator(s), the closure of the liquidation, as well as the allocation of the net assets, shall be filed with the Registrar of the competent Court and published, in the care of the Registrar, in the Appendices to the Official Gazette as provided for in Article 2 :10 § 1er of the law.
Article 32 – Rules of procedure
Internal regulations may be issued by the Board of Directors which shall also be competent to make amendments thereto.
Article 33 – Financial year
The financial year begins on 1 January and ends on 31 December.
Article 34 – Accounting documents
The accounting documents are kept at the registered office where all full members may consult them but without moving the register, after written request to the Chairman of the Board of Directors with whom the member must agree on the date and time of consultation.
Article 35 – Legal frame of reference
Anything not explicitly provided for in these Articles of Association shall be governed by the Code of Companies and Associations.