SECTION I: NAME - HEADQUARTERS- GOAL/OBJECT - DURATION
ARTICLE 1. Name
The not-for-profit association will bear the name: RePlanet. It may also there after be referred to as “the association”.
ARTICLE 2. Headquarters
The registered office of the not-for-profit association is located in the Flemish Region.
The registered office of the association is located at August Reyerslaan 80, 1030 Brussel.
It can be transferred by the board, provided that this transfer does not involve any amendment to the language of the articles of association. The board is also authorised to implement the change of registered office in the articles of association.
ARTICLE 3. Not- for-Profit Purpose/Object
The association RePlanet Alliance vzv shall pursue a not-for-profit purpose and shall not, under penalty of nullity, directly or indirectly distribute any pecuniary gain to the founders, members, directors or any other person, except for the disinterested purpose provided for in the articles of association.
The association's selfless goal is to protect and restore nature, biodiversity and critical Earth systems by promoting and advancing scientific and technological means to reduce or minimise human impact on ecosystems and critical Earth systems. At the same time, it’s focused on raising the standard of living of people worldwide.
- responsible and efficient use of natural resources, space and energy sources. This implies choosing production technologies and consumption patterns that respect the available environmental space in order to concentrate human impacts and maintain/restore the carrying capacity of the ecosystem
- conservation, restoration, development and management of open spaces, landscapes, monuments, cultural heritage and urban beauty
- a socially just transition to a carbon-neutral society, including transnational impacts
- conservation, restoration, development and management of biodiversity, nature and natural assets
- the achievement of a basic general environmental quality for the environmental aspects of water, soil and air, and the achievement of a specific environmental quality in specific circumstances or areas;
- Realising a policy aimed at the protection of human health and welfare;
- realising a policy based on the polluter pays principle;
- a policy based on full information and participation of citizens and environmental organisations and ensuring their access to justice.
The concrete activities through which the association realises its objectives and which form the object of the vzw include the organisation of an umbrella organisation for its members, named the Secretariate, which is appointed by the General secretary, himself or herself hired by the Board and designated by it in this role.
The Secretariate, headed by the Secretary General and under the control of the Board, can take all useful initiatives and support the association and its Member Organizations with all legal means and coordinate them, among other things by :
Supporting the Member Organizations in their endeavours, according to their needs and the mandate they provide, including when the Member Organizations:
Act in law and in fact wherever the interests of the environment and those of the member organisations make this desirable and necessary
Participate in the functioning of the advisory and consultative bodies
Have direct interventions with official bodies and private individuals
Realise projects and campaigns
Realise services to third parties
Conduct press campaigns
Elaborate studies and publications
Organise or participate in public events, informing and raising awareness among the general public or specific target groups
On its own initiative and action,
Establishing or participating in networks, platforms, and collaborations inside and outside the sector
Creating and managing of common institutions and services
Organising or participating in public events
Securing our goals by legal means upon approval of the General Assembly
Moreover, the not-for-profit association may engage in any activity that directly or indirectly contributes to the achievement of its purpose, including incidental commercial and profit-making activities, the proceeds of which will always be used entirely for the achievement of its purpose. It may also acquire, retain and dispose of movable or immovable property in any form whatsoever (ownership, bare ownership, usufruct, use by bequest, loan, possession....) upon approval by the board
Article 3.4 The association and its Member Organizations are non partisan, which means that they should be independent of specific political players or parties
ARTICLE 4. Duration
The association is established for an indefinite period, but may be dissolved at any time.
SECTION II: MEMBERS
The number of members is unlimited, but must be at least two.
The association may have effective and non-effective members. The founders shall be the first effective members. The full rights of membership, including the right to vote at the General Assembly, shall belong exclusively to the effective members. Effective members are those whose name is entered in the membership register kept at the registered office of the association. The legal provisions only apply to effective members.
Non-effective members are only members to enjoy the activities of the association. They have no voting right at the General Assembly. The internal operating rules regarding the non-effective members can be determined by an internal regulation.
The term 'member' in these statutes explicitly refers to effective members.
With the exception of the founders, only a legal entity accepted by the Board of Directors may join the association as a member. The request for admission of a candidate-member must be made in writing (by mail, ordinary or registered letter) to the Board of Directors.
In order to become a member of the non-for-profit association, the candidate must be a legal entity, which shares the values, principles and objectives of the association and acts in circumstances sufficiently stable for membership and cooperation. The candidate is founded on private initiative, non partisan, its objectives are in line with the purpose of the not-for-profit association as defined in article 3, it demonstrates real activity in Europe and its activities are not primarily aimed at distributing profits to its members or shareholders, but at realising social objectives.
The accepted member, hence Member Organization, shall be represented at the General Assembly by up to three of its representatives. These Member Organizations representatives must be designated in writing to the Board prior to the General assembly meeting by the Member Organization following its own internal decision-making, and be agreed upon by the Board, without such agreement being witheld unreasonably.
Each member of the General assembly holds only one vote.The member's representative must be over the age of majority in his/her country of origin and in Belgium (18 years).
The Board of Directors may, under conditions to be determined by it, also admit other persons to the association as honorary members, patron members, supporting or advisory members. These shall be considered as non-effective members.
Members shall not pay any membership fee.
Any member may resign from the association at any time. The resignation must be notified to the Board of Directors by ordinary or registered mail.
Resigning or excluded members and their legal successors shall have no part in the assets of the association and may therefore never claim any refund or compensation for contributions paid or made.
SECTION III: THE BOARD OF DIRECTORS
The association shall be managed by a collegiate Board of Directors consisting of at least three directors. If and as long as the not-for-profit association has fewer than three members, the Board of Directors may consist of two directors. In case of a two-member Board of Directors, one member of the Board of Directors cannot exercise a casting vote.
Directors shall be designated by the member organizations they represent, and be further agreed upon by the General Assembly. They are appointed for three years. Interim appointed directors shall complete the current mandate. If the position of a Director becomes vacant before the end of his or her term of office, in case of a vacancy or change of governance at the member organization level, a new director may be designated in written form by the member organization it represents according to its own internal decision making process. The next General Assembly must confirm the mandate of the co-opted director. Upon confirmation, the co-opted director terminates the mandate of his or her predecessor. In the absence of confirmation, the mandate of the co-opted Director shall end upon the conclusion of the General Assembly, without prejudice to the regularity of the composition of the Board of Directors up to that time.
Directors shall be appointed by each Member Organization that is also a country representative of the association
Country representatives are Member orgainzations either designated by the Board and further approved by General Assembly as such, or one of the following Member organizations representative of the founding countries:
RePlanet Nederlands (Netherlands)
Svenska Ekcomodernisterna (Sweden)
Suomen Ekomodernistit (Finland)
Öko-Progressives Netzwerk (Germany)
RePlanet DACH (Germany, Austria, Switzerland)
RePlanet France - Les Ecohumanistes (France)
Only one Member Organisation per country can be a country representative (RePlanet + country name) and hold a seat on the Board.
More than one organisation per country can be a Member Organisation and designate representatives to the General Assembly.
The Board meets according to statutes and vote amongst its members to designate its chair and vice-chair(s) for the duation of its term.
The term of office of the Directors shall end by revocation by the Member organization they represent, by voluntary resignation, by expiry of the term of office (where applicable), or by death.
If the General Assembly wishes to terminate a Director’s office, it may do so by a majority of the votes cast by the members present or represented.
A Director who voluntarily resigns shall notify the Board of Directors in writing (by e-mail, ordinary or registered letter). This resignation shall take effect immediately, unless the minimum number of directors has fallen below the statutory minimum as a result of this resignation. In this case, the Board of Directors must meet in order to:
- either co-opt a director itself within a reasonable period of time (in which case the co-opted Director must be deisgnated by the member orgabization it represents and the next General Assembly must confirm the co-option),
- or to convene a General Assembly within a reasonable period of time, which should provide for the replacement of the director concerned.
In the first case mentioned above, at the time of cooptation, and in the second case mentioned above, at the time when a replacement director is confirmed by the General Assembly, the voluntary resignation of the director concerned shall take effect.
The Board of Directors shall represent the association, including in legal matters. The Board of Directors shall be empowered to perform all acts necessary or useful for the realisation of the object/goal of the association, except those for which only the General Assembly is empowered by law. It shall act as claimant and defendant in all legal proceedings and shall decide whether or not to appeal.
The administrative body exercises its powers as a college. The Board of Directors can only validly deliberate and decide if the majority of its members are present or represented. Decisions shall be taken by a simple majority of the votes cast by the directors present or represented. Notwithstanding this, in the event of a tie the vote of the chairman or of the person replacing him shall be decisive. This provision shall cease to have effect in the case of a two-member Board of Directors. Abstentions and invalid votes shall not be taken into consideration.
A director may be represented by another director. However, a director may only represent one other director. In case of a two-member Board of Directors, a director may not be represented.
If the Board of Directors must take a decision or pronounce itself on a transaction falling within its remit, whereby a Director has a direct or indirect interest of a patrimonial nature which conflicts with the association's interest, the Director concerned must inform the other Directors of this before the Board of Directors takes a decision.
The conflicted director may not participate in the deliberations of the Board of Directors on such decisions or transactions, nor may he participate in the vote thereon. If the majority of the directors have a conflict of interest, the decision or transaction is submitted to the General Assembly, after which the Board of Directors, after approval by the general assembly, may proceed to execute it.
The regulation on conflicts of interest does not apply when the decisions of the Board of Directors concern customary transactions which take place under the conditions and against the securities usually applied on the market for similar transactions.
In exceptional circumstances, the decisions of the Board of Directors may be taken by a unanimous written decision of all the directors, except for any decision excluded by the articles of association.
The Board of Directors shall be convened by the chairman or by two directors.
The meetings of the management body shall be chaired by the chairman. In the absence of a Chairman, or if the Chairman is absent, the meeting shall be chaired by a substitute appointed from among the Directors, or by the oldest of the Directors present.
Minutes shall be kept of each meeting, signed by the chairman of the meeting and by the directors who request them.
The Board of Directors shall issue all internal rules which it deems necessary and useful. Where appropriate, the latest approved version shall be at the registered office of the association.
The Board of Directors may delegate the representation in and out of court to one or more Directors under its responsibility. The Board of Directors may elect from among its members a Chairman, a Secretary, a Treasurer and any other function necessary for the proper functioning of the association.
Their appointment shall be made by the Board of Directors.
The termination of office of these authorised persons may take place
a) voluntarily by the authorised person himself by submitting a written (via email, ordinary or registered letter) resignation to the Board of Directors
b) by dismissal by the Board of Directors. The decision on this by the Board of Directors must be notified to the person concerned.
Without prejudice to the general representative powers of the Board of Directors as a body, the Association shall be validly represented in and out of court by two members of the Board, who must act jointly.
Members of the Board who act on behalf of the association in accordance with Article 23 must not give evidence to third parties of any decision or authorisation.
For special acts, the administrative organ may designate one or more authorised representatives, who may or may not be directors, to act individually or jointly as appropriate. The authorised representative shall act within the limits and limits of the special mandate, as determined by the Administrative Body.
The Board of Directors may appoint a body of daily management; the Secretary General, with it’s own executive secretariat. The Board of Directors is charged with the supervision of the executive organ.
The executive board/secretariat includes both acts and decisions which do not go beyond the needs of the daily life of the association and acts and decisions which, either because of their minor importance or because of their urgency, do not justify the intervention of the Board of Directors.
Their appointment is made by the Secretary general.
The termination of the mandate of the executive board/secretariat can take place
a) voluntarily by a member of the executive board/secretariat himself by submitting a written resignation (bye-mail, ordinary or registered letter) to the Board of Directors
b) by dismissal by the Board of Directors. The decision on this matter by the Board of Directors must be notified to the person concerned through the Secretary General.
The decisions taken by the executive board/secretariat are always taken internally in collegial consultation: the executive board can only validly deliberate and decide if the majority of the executive directors are present. The decisions are taken by simple majority of the votes cast by the daily directors present.
For the external representation as far as the executive board/secretariat is concerned, the association is validly represented by a daily board member who can act alone.
SECTION IV: GENERAL ASSEMBLY
The General Assembly is composed of all effective members and is chaired by the chairman of the Board of Directors. In the absence of a Chairperson, or if the Chairperson is absent, the meeting shall be chaired by a substitute appointed from among the members or by the oldest of the members present.
A member may, however, be represented by another member at the general assembly. Each member has only one vote at the General Assembly.
The Board of Directors may allow members to participate remotely in the deliberations of the General Assembly via an electronic means of communication. If the Board of Directors provides for this possibility, the notice of the meeting shall describe the procedures for remote participation.
Notwithstanding the provisions of SECTION IV of these Statutes to the contrary, and except in the event of amendments to the Statutes, the decisions of the General Assembly may be taken in writing without convening a meeting and without deliberating, provided that all members agree unanimously.
The General Assembly alone shall be empowered to
- amend the Articles of Association, except in the cases where the administrative body is competent, as provided for in the CCC
- the appointment and the dismissal of the Directors,
- the determination of the remuneration of the directors in case a remuneration is granted,
- the appointment and dismissal of the statutory auditors and the determination of their remuneration,
- the discharge of the directors and the statutory auditors from liability, as well as the establishment of the association's claim against the directors and the statutory auditors,
- the approval of the budget and of the annual accounts,
- the voluntary dissolution of the association,
- the exclusion of a member of the association,
- the conversion of the non-profit association into an IFSO, into a cooperative company recognised as a social enterprise or into a recognised cooperative company social enterprise,
- making or accepting a contribution for no consideration of a universality,
- all cases in which these Articles of Association require it.
The General Assembly shall be validly convened by the Board of Directors whenever the law or the object/purpose of the association so requires. The decision-making power shall be reserved to the Board of Directors. If necessary, the General Assembly may be called by the Commissioner.
The Board of Directors shall be obliged to convene the General Assembly when one fifth of the members submit a request to the Board of Directors, by ordinary or registered mail, stating the items to be discussed on the agenda. In this case the Board of Directors shall convene the General Assembly within twenty-one days after the request for convening the meeting. The General Assembly shall be held no later than the fortieth day following this request.
In order to be valid, notices convening the General Assembly must be signed or sent by a person designated by the management body. All members, directors and, if applicable, auditors, must be summoned by -mail or ordinary or registered letter at least fifteen days before the meeting.
The notice convening the meeting, which shall indicate the place, day and hour of the meeting, shall include the agenda, which shall be determined by the management body. Any subject proposed by 1/20th of the members by ordinary or registered letter or by-mail must also be included in the agenda. This subject must be submitted to the Board of Directors by the 1/20th of the members at least five days before the meeting. Subjects that do not appear on the agenda cannot be dealt with under any circumstances.
Except for the mandatory matters mentioned in the law and in the statutes, decisions are taken as follows: decisions are taken by simple majority of the votes cast by the members present and/or represented, irrespective of the number of members present and/or represented. Notwithstanding the above, in the event of a tie the vote of the chairman or the one who is chairing the meeting at the time shall be decisive. Abstentions and invalid votes will not be taken into consideration.
A decision to amend the Articles of Association can only be taken by the General Assembly, except in the cases in which the administrative body is competent, as provided for in the Code of Conduct. The General Assembly may only decide to amend the Articles of Association if the amendment has been specified in the notice of meeting and if at least two-thirds of the members are present or represented. If this number is not reached, a second meeting may be convened as provided for by these articles of association, at which this meeting shall be able to pass a valid resolution irrespective of the number of members present. This second meeting may not be held within 15 days following the first meeting.
For any amendment of the articles of association, a majority of two-thirds of the votes present or represented shall also be required at the second General Assembly. Any amendment of the purpose or object of the association shall require a majority of 4/5ths of the votes. Abstentions and invalid votes shall not be considered.
In case of voluntary dissolution of the association, the same rules as those described for changing the purpose or object of the association shall be required.
The exclusion of a member requires the same rules as those described for the amendment of the statutes.
If a member is excluded, this point must also be mentioned in the notice of meeting and the member must be heard.
Minutes are kept of each meeting, signed by the members who wish to do so. The minutes can be consulted by members and interested third parties at the Association's headquarters.
SECTION V: ACCOUNTS AND BUDGETS
The financial year of the Association will run from 1 January to 31 December.
The first financial year shall be an extended financial year running from the date of incorporation until 31 December 2022.
The Board of Directors shall close the accounts for the previous financial year and prepare the budget for the next financial year. Both are submitted for approval to the Annual General Assembly, which is held within six months of the closing date of the financial year.
SECTION VI: DISSOLUTION - FINAL PROVISION
Except in cases of judicial dissolution and dissolution by operation of law, the General Assembly may only decide to dissolve the Association if two-thirds of the members are present or represented at the General Assembly and a majority of four-fifths of the votes present or represented agree to the voluntary dissolution of the Association. The proposal for voluntary dissolution of the association must be expressly mentioned on the agenda of the General Assembly.
If two-thirds of the members are not present or represented at this General Assembly, a second General Assembly must be convened which shall validly deliberate irrespective of the number of members present or represented but which shall agree to the voluntary dissolution of the association with a majority of four-fifths of the votes present or represented. Abstentions and invalid votes shall be disregarded. This second meeting may not be held within 15 days following the first meeting.
The assets will be transferred, after settlement of the liabilities, to an association with a disinterested objective in line with that of RePlanet.
For all matters not provided for or regulated in these Articles of Association, Associations Code of conduct will apply.