FOUNDATION OF A SOCIETY WITHOUT PROFITABLE INTENT (BELGIAN « VZW »)

Subscribers-founders,

Eric Jan Guy Peeters , Berendries 66, B-9660 Brakel

Ronald Marie Jules Ballet, Spaarstraat 39, B-3011 Kessel-Lo

Marianne Daniëlle Ghislaine (Dany) Peeters, Bilzersteenweg 436, B-3700 Tongeren,

having been assembled in a meeting on 24/10/2006, have agreed between them to found  a society and to accept unanimously the following statutes.

Statutes VZW DATS - Direct-Aid-To-Senegal 

 Article 1: Name

The society resorts under the Belgian law concerning  societies without beneficial purpose and carries the name “ Direct-Aid-To-Senegal” , abbreviated as DATS.

All acts, bills, announcements, expenditures and other  outgoing pieces from DATS must mention the  name, immediately preceded by the words, clearly readable and written in full:  “Vereniging zonder winstoogmerk”(meaning “society without beneficial purpose”).

 Article 2: Head Office

The head office of the society is at the following address: Bilzersteenweg 436 te B-3700 Tongeren (Arrondissement (= district) Tongeren-Maaseik).

The head office may be moved towards any other address in the Flemish part of the country , after the decision of the board of directors, and to be announced in the annex of the Belgian Monitor (Belgisch Staatsblad).

Article 3: Purpose

The Purpose of DATS is the improvement of the balance between North  and South, by breaking through the  stereotype image of rich and poor, in particular for the relationship between Senegal and Belgium.

The society wants to achieve this goal by : 

A.       the organisation of support to the projects being proposed by the advising members  and being accepted by the board of directors.

B.       Provisioning of information in Belgium, in order to improve the understanding between Belgium and Senegal.

Our goal is, by applying a minimal structure,  to minimise the working costs of the society and to convert the gathered funds to useful purposes in an optimal way.

In oder to apply the acquired resources for  lasting purposes, these will be transferred to organisations like FODDE, a local Senegal non-governmental organisation (NGO) which engages itself for  lasting development in Senegal and applies itself the following mission: “fighting for  the reinforcement of the individual and  communautary capacities for an  endogen lasting development in  an Africa being focused on peace and integration ; for a world based upon equality, solidarity and with respect for everyone’s cultural identity.

 MISSION

To fight for  the reinforcement of the individual and  communautary capacities for an  endogen lasting development in  an Africa being focused on peace and integration ; for a world based upon equality, solidarity and with respect for everyone’s cultural identity.

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 STRATEGICAL GOALS

1.       The improvement of the type of farming that protects the natural sources.

2.       The improvement of the capacities of FODDE and its partners at the base.

3.       The improvement of he life quality of the population.

4.       Contribute to the improvement of the governmental  measures and development strategies by appealing to the civil community.

5.       The improvement of the communication and dialogue between the cultures by means of  solidarity, integration and peace.

Article 4: Duration

The society is of an Unlimited duration. It can be dissolved at any time..  

Article 5: Founding Members

Last Name, First Name and address of each founding member : 

•  Peeters Marianne Daniëlle Ghislaine (Dany)

Bilzersteenweg 436

B-3700 Tongeren 

•  Ballet Ronald Marie Jules

          Spaarstraat 39

           B-3011 Kessel-Lo

• Peeters Eric Jan Guy

Berendries 66

B-9660 Brakel

The members can never be held personally accountable for the engagements being made by the society.

 Article 6: Conditional membership

The number of members is unlimited, with however a minimum number of 3.

At the moment of the start-up of the society, the founding members are the only working members.

Members can be added via the approval of the general board. Every request for acceptance of a candidate-member must be  submitted in writing to the chairman of the board of directors.

Every new member has to sign the member registry.  This signature proves the agreement of the member, without  any reserve, with the statutes of the society.

The working members.

As a condition for the membership of working members, it is required that the member agrees with the purpose of the society and the content of the statutes.

The working members owe nor membership money nor deposit.

The working members can never be held personally accountable for the engagements being made by the society.

 The supporting members.

As a condition for the yearly membership for supporting members, it is required for the supporting member to pay membership money to the society, as well as  to agree with the purpose of the society and the content of the statutes.  The amount of the membership money is determined once a year by the general meeting. The supporting members are kept informed, via internet or e-mail, of the projects in progress.

The supporting member  can never be held personally accountable for the engagements being made by the society.

 The honorary members.

As a condition for the yearly membership for honorary members, it is required for the honorary member to pay membership money to the society, as well as  to agree with the purpose of the society and the content of the statutes.  The amount of the membership money is determined once a year by the general meeting. The honorary members are kept informed, via internet or e-mail, of the projects in progress.

The membership money for honorary members amounts to minimum the double of the membership money for supporting members.

The honorary member can never be held personally accountable for the engagements being made by the society. 

The advising members.

The organisations as described in Article 3 can appoint advising members for a duration , to be  determined by themselves. These members, originating from and living in Senegal,  will give their advice about the running projects and may propose new projects to the general meeting.

The advising members can never be held personally accountable for the engagements being made by the society. As a condition for the membership of advising members, it is required to agree with the purpose of the society and the content of the statutes

Regulation, valid for all members.

The member who has a payment delay of more than 6 months fo his contributions, will be summoned by the board of directors to comply with his obligations.  This reminder is allowed to be delivered by recorded delivery via the regular post.  If the overdue contribution is not paid within the month after the recorded delivery, then the defaulting member is being considered as  resigning.

Article 7: Duration, demission and exclusion of membership register

Working members. 

The membership of working members  has an undetermined duration and ends as a consequence of volontary resign, exclusion, the loss of the  quality justifying the registration as a working member, decease or any other reason forseen in the statutes. Voluntary resign is done by a simple letter of resignation, addressed to the chairman of the board of directors or, if not available, to the secretary of the society.

Exclusion can only be decided by the general meeting, with two thirds of de votes of the effective – or represented members.

The board of directors keeps a registry of working members, at the headquarters of the society. This registry mentions the last name, first names and address of the working members and as far as a juridical institution is concerned, name, juridical form and the address of the head office. On top of this, all the decisions concerning joining, leaving or exclusion of the working members must be noted in this registry, with the help of the board of directors, within 8 days after notification of the working member..

 Supporting and honorary members.

The board of directors keeps a registry of supporting and honorary members, at the headquarters  of the society. This registry mentions the last name, first names and address of the supporting and honorary members Supporting and honorary members are member for the calendar year in which they paid their membership money, as determined by the general meeting. In exceptional cases, a supporting or honorary member can be excluded from the society. This requires an unanimous vote in the general meeting.

 Advising members.

The board of directors keeps a registry of advising members, at the headquarters  of the society. This registry mentions the last name, first names and address of  the advising  members. Advising members  are member for the duration that they have been proposed by the organisation, as determined in Article 3. In exceptional cases, an advising member can be excluded from the society. This requires an unanimous vote in the general meeting.

Regulation, valid for all members.

- The member who is resigning or being excluded  and the heirs of the deceased member have no claim whatsoever on the Legal possessions and cannot claim the reimbursement of the paid contributions nor of any other delivered service.

- The member who discredits the good name of the society, violates its  statutes or has neglected twice to attend a general meeting without sending a representative and without a valid reason, will be considered by simple observation, by the board of directors, to be resigning.  The member is allowed to ask by recorded delivery to the chairman, to forward the decision by the board of directors to the general meeting,  which will make the final decision. It is not needed to motivate this decision.

 Article 8: Composition

The general meeting consists of the working members of the society. Every effective working member has one vote . One effective member can ask another effective member to represent him, by means of a written authorisation. One representative can, however, have only one authorisation.

 Article 9: Authorisation

The general meeting is only authorised for :

a)      changing the statutes;

b)      accepting new effective working members;

c)      appointing and dismissing directors

d)      appointing and dismissing commissionaires and determination of their salaries in case salaries are granted, in case the society needs to fulfil this obligation;

e)      acquittance to the directors and  the commissionaires;

f)        the approval of the budgets and the account;

g)      the dissolution of the society en exclusion of a member;

h)      evaluation and decision to continue or, if needed, adapt the initiative;

i)         approval of the propositions, regarding the content of cooperation with other organisations, made by the board of  directors or the general meeting.

Article 10: Ordinary and extraordinary general meeting

In the course of each civil year, at least one ordinary general meeting is held for the approval – on request of the board of directors – of the accounts of the past year – and of the estimates for the next year, in case the society needs to fulfil this obligation.

Extraordinary general meetings can be held on initiative of the  board of directors or on request of at least one fifth of the effective working members of the society.

 Article 11: Evocation

Each evocation to a general meeting must be sent at least eight days on beforehand to all working members, by mail, fax of e-mail. All working members must be invited and the invitation must mention the day, hour and place of the meeting , as well as the agenda, drawn by the board of directors

If all the working members are present or represented on the general meeting, it is not necessary to justify the sending of the invitations.

The general meeting  will be presided by the chairman of the board of directors or, in case of absence, by the vice-president, and, if also unavailable, by the available directors.

Article 12: Decisions of the general meeting

The general meeting can only take valid decisions concerning  issues which are mentioned explicitly in the agenda.

In  common cases the general meeting can take a valid decision with simple majority of the votes,  provided that at least half of the effective working members are present or represented.

If on a first meeting less than half of the effective working  members are present or represented, a second meeting can be organised. This meeting will have the authority to deliberate and decide, with simple majority, independant of the number of present or represented effective working members.

Concerning a change of statutes, the general meeting can only deliberate or decide in a valid way if the changes are explicitly mentioned in the invitation and if at least two third of the working members are present on the meeting.
A change can only be accepted with a majority of two third of the votes of the present of represented effective working members.

When, however, the change has an influence on the purpose of the goals of the founding of the society or the dissolution of the society, can only be accepted with unanimity of the votes of all the present or represented effective working  members.

Een exclusion of a working member can only be decided by the general meeting with a majority of two third of the voices of the  present or represented effective working members.

The supporting and honorary members have the right to be present on the  general meeting, but they have no right to vote at all.  They only have a consulting voice in the general meeting.

 Article 13: Reports of the general meeting

A report of every general meeting will be written and signed by the chairman and the secretary. The decisions of  the general meeting will be included in a special registry.  These reports can be looked into by all members of the society, in the headquarters of the society.  The copies or extracs of these  minutes will be signed by the chairman or by two directors.

 Article 14: Composition

The board of directors consists of at least three members, having been appointed by the general meeting for a period of three years. They can be dismissed at all times.

The directors are appointed for a duration of three years and their mandate can be renewed. If the mandate of a director ends prematurely because of decease, voluntary dismissal,  discharge or by failure to fulfil his membership condition, then the general meeting will decide upon the replacement of this director for the rest of the duration. As long as this replacement is not yet effective,  the other directors will take the full responsibilities of the board of directors.

The directors select amongst themselves a vice president and a treasurer/ secretary.

The board of directors will be presided by the chairman, or, if the chairman is not present, by the vice president or, in absence of both the chairman and the vice president, by the other directors. The chairman of the board of directors will be appointed by the general meeting.

The board of directors meets as often as required by the interests of the society, with a minimum frequency of once every quarter.

 Article 15: Representation and authority

The board of directors governs, represents and  commits in a valid way the society, without need for further authorisation by the general meeting, in all juridical  and extra-juridical actions.

The board of directors acts, as plaintiff  or defender, in all , in all legal action and decides about the possibility to apply juridical means or not.

All authorities which are not appointed by law or by the statutes to the general meeting, will be exercised  by the board of directors.

The board of directors announces all the  domestic rules that he judges to be necessary.

Every year and at the latest six months before closure date of the fiscal year, the board of directors presents the year account of the fiscal year and also the estimate of the next fiscal year, if applicable to the society,  for approval to the  general meeting.

Article 17: External representation

In order to represent and commit the society towards third parties, the joint signature of two directors is necessary and sufficient, without need for proof of a prior decision of the  board. The directors do not commit personally to any obligation  concerning the agreements of the society.  Their accountability is limited to the fulfilment of the assignments that have been given to them.

The board of directors can entrust the external representation of the society to one single director, being named Chief Executive Officer, being appointed for this by the complete board of directors met unanimity and this for clearly described powers.

Article 18  Evocation

The board of directors is assembled by the chairman or the secretary. The evocation is done at least eight days on beforehand via letter, fax or e-mail and mentions day, hour and place as well as the agenda.

Extra meetings can be organised on request of two directors.

 Article 19: Conclusions

The board of directors can meet in a valid way, only when at least half of the directors are present.

Every director disposes of one vote. A director can have himself represented by another director, by written authorisation. A director cannot have more than one authorisation. The conclusions of the board of directors must be approved by at least half of the present or represented directors.  By egality of the votes, the vote of the chairman is decisive.

If, at the first meeting, less than half of the directors is present or represented , then a second meeting must be called together within 2 weeks. This second meeting can deliberate and decide independently of the number of  present or represented directors

Article 20: Reports

A report will be made of every board of directors. This report will be signed by the chairman and the secretary or by two other members of the board of directors. The minutes are included in a special registry.  Every director can, at any moment, look into the reports of the board of directors.  The copies or extracts are always signed by the chairman and two members of the board. 

Article 21: Daily management

The board can  delegate the daily management of the society, using the social signature concerning this management to one of his members, being called the secretary.

The secretary fulfils , as a matter of fact, the following tasks:

a. ensure the daily management of the society according to the orientations and the budget, fixed by the general meeting and the board of directors.

b. ensure the external working relations that have been entrusted to the society.
c. take care of the administration and the coordination of the activities of the society.

  He can also grant all the powers to every mandatary, appointed by him.

 Article 22 : Fiscal year

The fiscal year starts on April, 1^st and ends on March, 31^th. Every year, the board of directors must fix the accounts of the past fiscal year and, if applicable, fix the budget of the next fiscal year, and submit these to the general meeting for approval.

Article 23: Dissolution

With exception of the case of juridical dissolution, a voluntary dissolution can only be decided upon by the general meeting, as described here above. In the decision to dissolve, one or more liquidators are appointed. 

In case of dissolution, the netto active of the society will be transferred to the supporting societies.

Article 24: In general

For everything, not being arranged by the statutes, the Belgian law of June, 27^th 1921, having been adapted by law of May 2^nd 2002, and possible later legal adaptations.

Every member, residing abroad, directing members, liquidators and/or commissionaires, must choose a residence in Belgium, for execution of these statutes. By default ; he/she will be considered as having chosen the Social Residence of the Society as his personal residence.

At this residence can be delivered,  in a valid way, every evocation, announcement and summons.

In case of change of residence, the member must communicate his new residence by letter to the society. If he does not, he will be considered to have chosen his residence at the original location.

TRANSITORY ARRANGEMENTS

Nominations

The first time the number of directors has been established*to three

Are appointed as director: *

Eric Jan Guy Peeters , Berendries 66, B-9660 Brakel

Ronald Marie Jules Ballet, Spaarstraat 39, B-3011 Kessel-Lo

Marianne Daniëlle Ghislaine (Dany) Peeters, Bilzersteenweg 436, 3700 Tongeren

The mandate of the first board of directors  expires immediately after the yearly general meeting of 2009. Their mandate can be renewed.

Meeting of the board of directors

The board of directors has assembled in a in meeting and has appointed, for the duration of their mandate:

Is appointed in the quality of chairman : *Marianne Daniëlle Ghislaine (Dany) Peeters.

Is appointed in the quality of vice-president : *Eric Jan Guy Peeters.

Is appointed in the quality of Secretary : * Ronald Marie Jules Ballet.

The board of directors decided to appoint as Chief Executive Officer, for the duration of three years: Marianne Daniëlle (Dany) Peters. She can engage and represent the society all by herself according to  Article 17 of the statutes.

 Drawn in three Copies in  Tongeren on 24/10/2006.

These statutes were published in the Belgian Monitor (Belgisch Staatsblad) of 30/11/2006