Statutes of the Knowledge Graph Association
The statutes of KGA given below are translated from the original for information purposes only. We make every effort to keep the following statutes updated to successive changes but they may not immediately reflect the changes approved by a General Assembly. At any time, please contact email@example.com for the original version of the statutes.
Article I.1. Name, Legal form, Duration
§ 1. The non-profit association under Belgian law “International Semantic and FAIR Knowledge Graph Alliance”, abbreviated “KGA” (hereinafter referred to as “the Alliance”) is constituted for an indefinite period in accordance with the provisions of the Belgian law of March 23, 2019, introducing the Code of Companies and Associations and containing various provisions.
§ 2. The full and abbreviated names may be used together or separately.
Article I.2. Seat
§1. The Alliance’s headquarters is located in the Brussels-Capital Region.
§2. It may be transferred to any other location in Belgium by decision of the Board of Directors or the General Assembly, subject to compliance with legal provisions regarding languages.
Article II.1. Non-profit
The Alliance has the selfless aim, in the European Union and around the world, of:
- facilitating the harmonization, benchmarking and standardization of professional knowledge of engineering models, methodology and tools while supporting their sustainability;
- acting as a relay to improve interaction and collaboration between current and future research and development actions in semantic knowledge graphs (SKG) carried out by industrial companies, research organizations, universities and standardization organizations, establish orientation, maturity and risk models consistent with industry standards to encourage stakeholders to adopt models, methods and tools related to SKG;
- demonstrate through examples the practical use of cutting-edge and future technologies as part of its ongoing promotional effort to build confidence among businesses for SKG adoption;
- integrating SKG into the contemporary and future application of AI technologies in the context of technological progress towards the improvement of society and the environment.
Article II.2. Activities
§1. To this end, the Alliance may develop, alone or in collaboration with third parties, directly or indirectly, all activities relating to its objective. The Alliance may in particular develop the following activities, listed in a non-exhaustive manner, on behalf of its members and/or third parties:
- Identify, explore, compare, review and advise on policy issues related to the research, development and use of SKG-related models, methods and tools for ontology and graph engineering;
- Contribute to the development, approval and implementation of local, national, European Union and/or international policies, laws and regulations ;
- Represent and defend the common interests of the alliance before institutions such as the European Union, national governments and bodies, public authorities, international organizations as well as the general public. These common interests could include the acquisition of funds from the preparation of proposals for specific calls for projects;
- Disseminate information, make and edit publications;
- Adopt, develop and/or modify standards and/or encourage and accelerate the coordinated adoption of standards;
- Organize and hold conferences, seminars, workshops and other programs and events at the international and national levels;
- Develop and execute integrated communications programs demonstrating the utility of SKG-related models, methods, and tools;
- Conduct qualitative and quantitative surveys and studies to perform cutting-edge analyses and develop roadmaps;
- Collect and analyze statistical data (in accordance with standard data practices and regulatory requirements);
- Undertake joint activities, as a partner or in any other capacity with national, federal or local government institutions of the European Union; or with other public and semi-public authorities, companies and organizations throughout the world;
- Establish, accredit, operate, cooperate and maintain close contact with initiatives and/or organizations with a similar objective to that of the Alliance, as well as with other regional initiatives and/or organizations and/or international;
- Enter into any service agreement, partnership agreement or contract of any nature with members and/or third parties, to the extent necessary or useful to achieve the purpose of the Alliance.
§ 2. In addition, the Alliance may support and have interests in any other activity or legal entity similar or related to those defined above. The Alliance carries out and develops its activities in Belgium or abroad and maybe a member of and/or constitute other non-profit entities having objectives in line with those of the Alliance.
§ 3. The Alliance will adopt the following code of conduct as a general guide for conducting its activities:
- Build for industry: Development, recommendation, publication needs to be standardized, accredited, and relevant to industrial application.
- Pluralistic but interoperable: Many point of views are accepted without influence while making sure their interoperability.
- Non-competition and co-creation: Every member signs non-competition agreement but profit from co-creation based on profit-sharing for working group outcomes.
- Always FAIR: Prioritize the FAIRness policy of data, models, documents, and services.
- Non-profit and sustainable: Policy for generating revenue from membership, consultancy, services as a transparent and non-profit organization.
- Social value generation: Adopt a culture of giving back to society in terms of trainings, seminars, Open-source product development, knowledge, and prioritize projects with maximum social benefit.
Article III.1. General membership criteria
§ 1. For each member of the Alliance, it is obligatory to:
- According to the category of members: be a natural person, a legal person or an organization;
- Fully accept these statutes;
- Subscribe to the Charter of the Alliance, as adopted by the General Assembly;
- Pay dues as stipulated in Article III.9, unless otherwise provided for a specific membership type;
- Refrain from harming the collective interest of members of the Alliance and from belonging to national or international organizations displaying behaviour contrary to the Alliance;
- Commit to diversity, equality and inclusion. Valuing the unique contributions of individuals of all gender identities, sexual orientations, races, ethnicities, backgrounds and experiences in creating a safe and welcoming space where everyone’s voice is heard and where all are treated with respect and fairness.
§ 2. The Alliance has five main categories of members:
- full members
- individual members
- organizational members
- honorary members
- associate members.
§ 3. All references in these statutes to the “member” or “members” without further clarification are references to the five categories of members jointly.
§ 4. The Alliance must keep a register of its members in accordance with Belgian law.
§ 5. The Alliance has at least three members.
§ 6. The first members of the Alliance are the founders.
§ 7. Membership in the Alliance may be acquired and maintained according to the procedure provided for in Article III.7.
§ 8. There is no limitation on the duration of membership unless revoked or otherwise indicated.
§ 9. Membership may be revoked in accordance with Articles III.8.§ 3. and Article III.8.§ 4.
Article III.2. Full Member
§ 1. Each founder of KGA is automatically a full member.
§ 2. Full members are always natural persons. However, a full member may be a member of an organization, that itself a member of the Alliance.
§ 3. Full members are required to pay their contributions either as individual member, or as a representative or belonging to an organizational member.
§ 4. Membership as a full member cannot be acquired by the procedure provided for in Article III.7.
§ 5. Membership as an effective member can only be acquired unanimously by the members of the Advisory Council.
§ 6. Full members are not subject to Article III.1.§ 9.
§ 7. The membership of full members may be revoked by a two-thirds majority of the Advisory Council.
§ 8. Full members have in particular the following rights and obligations:
- Right to vote at the General Assembly;
- Right to be a member of the Advisory Council;
- Right to present a candidacy to the Board of Directors as well as to the General Management of the Alliance and right to be appointed to the Board of Directors;
- Right to appoint a member to the Advisory Council;
- Right to participate and vote in all committees and working groups;
- Right to access all reports, software and working versions produced by the Alliance for public distribution, paid or free;
- Right to consult any corporate document relating to the legal constitution and governance of the Alliance.
Article III.3. Individual Member
§ 1. Any natural person who adheres to the purpose of the Alliance may be an individual member of the Alliance.
§ 2. Individual members enjoy the following rights:
- Right to vote at the General Assembly;
- Right to present a candidacy for the Board of Directors and right to be appointed to the Board of Directors;
- Right to participate and vote in all committees and working groups except voting for the appointment of directors.
- Right to access all reports, software and working versions produced by the Alliance for public distribution, paid or free;
- Right to consult any corporate document relating to the legal constitution and governance of the Alliance.
Article III.4. Organizational Member
§ 1. Membership as an organizational member is open and accessible to the following entities:
- Any for-profit company having its head office in Europe (and in its extended geographical area), in North America, South America, Asia, Australia or Africa (excluding specific restrictive measures against certain people and entities decided sovereignly by the Board of Directors);
- Any National Alliance having its head office in Europe (and its wider geographical area), North America, South America, Asia, Australia or Africa (excluding specific restrictive measures against certain countries decided sovereignly by the Board of Directors);
- Any government agency;
- Any legal entity with an interest in the areas of activity of the Alliance, including universities and research institutes;
- Any other company subject to the approval of the Board of Directors. Such approval may be obtained when the company does not meet all conditions but still necessary for carrying out the activities defined in Article II.2. of these statutes;
§ 2. In addition to the general procedure for granting membership, membership as an organizational member requires the approval of the Board of Directors.
§ 3. Each organizational member is required to designate a representative as well as a vice representative to assume the role of representative in the event of his absence. Each organizational member has one vote at the General Assembly.
§ 4. Any person who is part of an organizational member will be considered to be a member of the Alliance and will have as such the same rights as an individual member, provided however that the representative designated by said organizational member approves their activity and judges this to be consistent with the internal jurisdiction of the organizational member.
§ 5. Neither the Advisory Council nor the Board of Directors may have more than half of their members affiliated with the same organizational member.
Article III.5. Honorary Member
§ 1. Only a legal entity can be an honorary member.
§ 2. Honorary members have no obligation to pay contributions, whatever the amount.
§ 3. The status of honorary member can only be granted by the Advisory Council by a simple majority or by the General Assembly by a two-thirds majority.
§ 4. Each honorary member has the same rights as the individual member with the exception of the right to present candidates for election to the Board of Directors.
Article III.6. Associate Member
§ 1. Membership as an associate member can be obtained:
- By membership in a non-profit organization with which KGA has entered into a membership-sharing agreement;
- Under the “premium” membership by single donation as stipulated in Article III.10
§ 2. Membership as an associate member is subject to the approval of the Board of Directors.
§ 3. Each associated member has the same rights as the individual member or the organizational member.
Article III.7. Acquisition of membership
§ 1. Any applicant for membership as a member of the Alliance must submit an application by ordinary mail (or any other means of written communication including electronic mail) to the attention of the Director General with a copy of courtesy to the President.
§ 2. The President or the Director General may confer provisional membership unless special approval is required for a specific type of membership. The President submits the membership application to the Board of Directors which confers the status of permanent member.
§ 3. The admission of a member may be cancelled by the General Assembly by a two-thirds majority.
§ 4. There is no admission fee. Refusal of admission must not be justified. There is no appeal against refusal of admission.
§ 5. Approval of membership is conditional on the member fulfilling the conditions of Article III.1.§ 1 and the obligations specific to the type of membership of Article III.2 to Article III.6.
Article III.8. Resignation and exclusion
§ 1. Membership ends by resignation, exclusion or revocation.
§ 2. Members are free to resign from the Alliance at any time, upon written notice sent at least three months before December 31 of each year, by signed email, to the attention of the President. The President is required to inform the Board of Directors upon receipt of the notice of resignation. The resignation takes effect on January 1 of the following year, subject to the limitations provided for in the paragraphs below.
§ 3. A member may be excluded if he:
- ceases to meet the definition of the category of members to which he belongs, provided for in Article III.2. to Article III.6. of these Statutes;
- does not comply with all or part of these Statutes, any internal regulations and/or any decision validly taken by the organs of the Alliance;
- has not paid his contribution within one month of the reminder sent to him by registered letter with acknowledgement of receipt;
- harms the interests of the Alliance;
- is in administration, bankruptcy, reorganization, dissolution or compulsory liquidation, or is the subject of insolvency proceedings under the laws of any jurisdiction;
- materially changed its activities;
- provided false or misleading information in the membership application;
- ceases to have legal capacity;
- is subject to such an exclusion measure for any other reasonable reason, not listed above, by decision of the Board of Directors deciding by an absolute majority (subject to ratification of the exclusion voted by a majority absolute at the following General Meeting).
§ 4. Membership may be revoked by the Board of Directors after debate. Before excluding a member, the Board of Directors communicates to the member concerned the useful details (by registered mail or e-mail) sent at least thirty calendar days before the proposed exclusion date. The Member concerned has a period of fifteen days to remedy the consequences of the violation(s) which led to the proposed exclusion. Decisions of the Board of Directors relating to the exclusion of a member must be reasoned. The General Assembly alone can invalidate a decision of exclusion on the basis of any information obtained or after having heard the member concerned, who has the right to be heard. The General Assembly may also postpone the decision to a later meeting, by appointing a delegation of members responsible for collecting additional information on the member in question.
§ 5. All rights of the member concerned by the aforementioned exclusion procedure may be suspended until a decision by the Board of Directors. A member who, in any way and for any reason ceases to be a member of the Alliance:
- remains responsible for its obligations to the Alliance, including payment of dues, until the end of the fiscal year in which the revocation of its membership became effective;
- is not entitled to any claim for compensation from the Alliance or its assets;
- must immediately cease holding itself out as a member of the Alliance in any manner;
- shall promptly return to the Alliance all documents, equipment, software and documents, written, electronic or otherwise, in its possession, and which have been provided by the Alliance.
§ 6. A member who, in any way and for any reason whatsoever, ceases to be a member of the Alliance after June 30 remains liable for payment of the subscription due for the financial year following that during which the termination of his membership has become effective.
§ 7. Resigning or excluded members and their beneficiaries have no share in the assets of the Alliance, and can therefore never claim reimbursement or compensation for contributions or deposits paid.
§ 8. A member who has resigned or been excluded from the Alliance and wishes to rejoin the Alliance as a member cannot submit a new application before the end of a period of six (6) months.
Article III.9. Contribution
§ 1. Each member must pay an annual contribution, the amount of which The amount is decided by the General Assembly, upon proposal from the Board of Directors.
§ 2. The contribution must not exceed one hundred thousand euros (100,000.00 EUR) for an organizational member and two thousand euros (2,000.00 EUR) for a full member or an individual member.
§ 3. Each year, the Board of Directors sets the amount of contributions and the method of calculating contributions for each category of members for submission to the General Assembly.
§ 4. Without prejudice, where applicable, to the above and to the principle of a common contribution base per category of members, the amount of the contribution may vary within the same category of members, taking into account for the turnover, number of employees, number of patents, geographical location, etc.
§ 5. Members who join the Alliance during a financial year will pay the amount of the contribution calculated in proportion to the amount of the contribution according to their membership category, subject to reimbursement by the Alliance in the event of refusal, by the General Assembly, of the member.
§ 6. In addition to the subscription, interested members may voluntarily agree to submit to the payment of additional contributions to finance specific projects or benefit from advantages as stipulated in Article III.10. The amount of additional contributions is subject to the approval of the President.
Article III.10. Premium benefits
§ 1. The Advisory Council may, acting unanimously, offer additional benefits to a member, as indicated below.
- Total or partial concession on a member’s contribution.
- Inclusion on the Advisory Council and the Board of Directors without the need to apply.
§ 2. Any decision relating to the benefit of the advantage taken by the Advisory Council must be communicated to the Board of Directors in writing and signed by all the members of the Advisory Council.
§ 3. Any request for additional benefits may be sent in writing to the Advisory Council by the Board of Directors.
Article IV.1.Structure of the organization
§ 1. The organs of the Alliance are:
- The General Assembly
- The Advisory Council
- The Board of Directors
- The Executive Council
§ 2. The members of these bodies work voluntarily or with remuneration depending on the specificity of each body and role.
§ 3. Each member of the said bodies must be a full member, individual member, organizational member or associate member.
§ 4. Any member of these bodies who is aware of a current or potential conflict of interest for a particular agenda of a meeting must be disclosed at the start of the meeting and indicate the element(s) giving rise to the conflict. ‘interest. The conflicting member may attend the meeting but leaves the meeting during the discussion and does not vote on the agenda items containing the conflict.
Article IV.2. General Assembly
§ 1. The General Assembly is composed of all members of the Alliance.
§ 2. The General Assembly is chaired by the President. If the President cannot or does not want to chair the General Assembly, the General Assembly is chaired by a Vice-President.
§ 3. The General Meeting may decide to invite one or more third parties to attend, without the right to vote, the General Meeting.
§ 4. The General Assembly will vote to take decisions on various proposals submitted to the President.
§ 5. Unless otherwise provided by law or these statutes, each decision is taken by a two-thirds majority of the votes cast.
§ 6. Each full member, individual member, honorary member, associate member as well as the present representative of each organizational member has one vote subject to the following exceptions:
- Individual members, honorary members and associate members (who share their membership with another organization) cannot vote in the election of members of the Board of Directors.
- Associate members, who share their membership with another organization, cannot vote to modify the statutes or dissolve the Alliance.
§ 7. Only the representative of each organizational member has the right to vote for candidates for the Board of Directors.
§ 8. The Board of Directors will communicate any written resolution proposal to all members of the Alliance, with:
- any accompanying statement;
- guidance on how to signify acceptance of the resolution; and
- the date on which the resolution must be adopted if it has not lapsed.
§ 9. Within the limits of the law and subject to Article IV.2. § 13 below, resolutions of the General Meeting may be taken by written procedure.
§ 10. A written resolution may be proposed by the Board of Directors or by 5% or more of the full members of the Alliance (upon written request to the Board of Directors).
§ 11. A member signifies its acceptance of a written resolution proposal when the Alliance receives from the member an authenticated document (in print or electronic form) identifying the resolution to which it relates and its approval.
§ 12. A draft written resolution becomes null and void if it is not adopted before the expiration of a period of 28 days from the first day of its distribution.
§ 13. The following cannot be adopted in the form of a written resolution:
- a resolution to remove a member of the Council before the expiration of his or her term; and
- a resolution to remove an auditor before the expiration of his term of office.
§ 14. The General Assembly has the powers specifically allocated by law or by these statutes. The General Assembly has the following powers in particular:
- The appointment and dismissal of directors;
- Where applicable, the appointment and dismissal of the auditor and the determination of his remuneration;
- Approval of the KGA Charter and its subsequent amendments;
- Approval of the annual accounts and budget of the Alliance;
- The modification of the Statutes, the dissolution of the Alliance, the distribution of its net assets in the event of dissolution and the appointment of one or more liquidators, subject to the approval of the Advisory Council;
- The invalidation of a decision of the Board of Directors relating to the membership and exclusion of a member as stipulated in Article III.7. § 3 and Article III.8.§ 4;
- The transformation of the non-profit Alliance into an AISBL, an approved social enterprise cooperative society and an approved social enterprise cooperative society;
- All other cases where required by law or statute.
§ 15. The General Assembly meets at least once a year upon convocation by the President, during the first quarter, at the time and place indicated in the convocation. A meeting of the General Assembly responsible for approving the annual accounts and the budget will be held each year (hereinafter referred to as the “Ordinary General Assembly”).
§ 16. Meetings of the Ordinary General Assembly may be held by telephone or any other means of telecommunications. Voting by mail, including by email or online, may be used within the limits of the law.
§ 17. An extraordinary General Assembly will be convened at any time by the President whenever the interests of the Alliance require it. An extraordinary The General Meeting is convened by the President at the written request of (i) two thirds (2/3) of the Board of Directors or (ii) at least one-fifth (1/5) of the effective members.
§ 18. Convocations to the General Assembly will be communicated to members by the Board of Directors or the Chief Executive Officer by ordinary mail or any other means of written communication (including collective electronic mail) at least fifteen (15) calendar days before the meeting. The notice of the meeting mentions the date, time and place of the meeting of the General Assembly. The agenda and the material documents necessary for the deliberation must be attached to the convocations or made available on the Alliance website.
§ 19. No vote may be cast on a subject not appearing on the agenda, unless two thirds (2/3) of the members are present or validly represented and they indicate their consent by a vote to a two-thirds (2/3) majority of said members.
§ 20. Each Member has the right, to before, during or after a meeting of the General Assembly, to waive the formalities and convening deadlines required by this article. Unless otherwise indicated, any member present or validly represented as well as any director present at a meeting of the General Assembly are deemed to have been duly convened to this meeting.
§ 21. Unless otherwise provided in these Statutes, the General Assembly is validly constituted when at least two-thirds (2/3) of the members are present or validly represented.
§ 22. If two-thirds of the members are not present or validly represented at the first meeting, a second meeting of the General Assembly may be convened in In accordance with the above, at least fifteen (15) calendar days after the first meeting. of the General Assembly. The second meeting of the General Assembly deliberates, regardless of the number of members present or validly represented, in accordance with the majorities provided for in the third paragraph of this article.
§ 23. Unless otherwise provided in these Statutes, the decisions of the General Assembly are validly adopted if they obtain a majority of more than two-thirds (2/3) of the votes cast by the members present or validly represented.
§ 24. Blank votes, invalid votes and abstentions are not counted. In the event of a tie, the President’s vote is decisive.
§ 25. Even if the vote concerns a private person, votes take place by telephone or by show of hands, unless the secret vote is requested by at least one-fifth (1/5) of the members present or validly represented.
§ 26. Votes take place by any electronic means or by show of hands, unless a secret ballot is requested by at least one-fifth (1/5) of the members present or represented.
§ 27. Minutes will be drawn up at each meeting of the General Assembly. The minutes are approved and signed by the President and recorded in a minutes register. Copies of resolutions must be sent by regular mail or other means of written communication (including electronic mail) by the Chief Executive Officer to the members who have requested it. The register of minutes is kept at the Alliance’s headquarters or online where all members can consult it, without moving it.
Article IV.3.Advisory Council
§ 1. The Advisory Council is mainly composed of full members.
§ 2. A new member of the Advisory Council can only be appointed by the full members with their unanimous agreement.
§ 3. There is no obligation for the Advisory Council to meet a minimum of times. Members of the The Advisory Council may meet in any country, in person or by telephone, at any time they deem appropriate.
§ 4. The members of the Advisory Council cannot receive any salary. They may be reimbursed, from Alliance funds, for their travel and other expenses (including reasonable travel expenses related to their participation in meetings of the Board of Directors of the Alliance).
§ 5. The Advisory Council has the right to:
- Appoint a maximum of 2/5 of the positions on the Board of Directors.
- Appoint an administrator without any nomination.
- An advisory board may invalidate a director who is elected by the General Assembly on a reasonable ground for a maximum of one time.
Article IV.4. Board of Directors
§ 1. The Alliance is administered by a Board of Directors composed of a minimum number of 5 members, of which 2/5 will be elected by the Advisory Council and the remainder will be elected by the General Assembly, subject to the approval of the Advisory Council, for a term of 3 years, or any other term set by the General Assembly not exceeding 4 years. Their mandate may be revoked at any time by the General Assembly. Directors are eligible for re-election. The mandate of the Directors is exercised free of charge.
§ 2. Any member, with the exception of honorary members, may apply as a candidate for the Board of Directors.
§ 3. The Advisory Council may, voting by a two-thirds majority, designate 2/5 of the members of the Board of Directors.
§ 4. The General Assembly can only elect 3/5 of the members of the Board of Directors from among the candidates. If the General Assembly selects the same candidate as the Advisory Council, the General Assembly will be required to propose a different candidate. If an administrator elected by the General Assembly is invalidated by the Advisory Council, the General Assembly will proceed to a new vote for this position.
§ 5. To be eligible for the position of administrator, the candidates must meet the following criteria:
- They must be determined to represent the objectives of the Alliance in an impartial manner and not to promote particular interests, regions, fields or disciplines.
- They must be able to devote time to attending meetings and representing.
§ 6. The elected directors may validly exercise their functions notwithstanding any vacancy within the Board of Directors, it is understood that, in the the event that there are fewer than 3, they will only validly act as a Board of Directors. for the purposes of filling vacant positions or convening the General Assembly of the Alliance.
§ 7. The Board of Directors has the power to carry out all acts necessary or useful to achieve the goal of the association, with the exception of those that the law or these statutes reserve for the General Assembly. The Board of Directors represent the Alliance, including in court.
§ 8. The Board of Directors has the power to enact, modify and repeal the internal regulations for managing the activities of the Alliance provided that it is not in contradiction with these statutes nor does it modify these latter.
§ 9. The Board of Directors elects a President from among its members and may, at its discretion, elect one or two Vice-Presidents from among its members. Candidates cannot vote for their nomination as president or vice president.
§ 10. The Board of Directors meets whenever the interests of the Alliance require it, at least twice a year and on the date and place determined in the notice of meeting, upon convocation by the President. If the President cannot or does not want to convene the Board of Directors, the Board of Directors will be convened by a Vice-President. If the President and the Vice-President are unable or unwilling to convene the Board of Directors, the Board of Directors will be convened by the oldest director.
§ 11. Without prejudice to the general power of representation of the Board of Directors, the Alliance is validly bound, in and out of court, by all acts signed by the President. They must not present proof of their powers to third parties. They may delegate all or part of their powers to the Chief Executive Officer.
§ 12. The Board of Directors may meet by any electronic means addressed to the President.
§ 13. Each director has the right, by simple mail or any other means of written communication (including a signed e-mail), to authorize another director to be represented at a meeting of the Board of Directors. No director may hold more than two proxies.
§ 14. Each Director has the right to propose the inclusion of an additional item on the agenda of the Board of Directors, which will be notified by ordinary mail or any other means of communication (including signed email) to the Director General less than five (5) calendar days before the meeting. In such a case, The chief Executive Officer will inform the directors of the additional item(s) on the agenda of the Board of Directors by ordinary mail or by any other means of communication (including signed e-mail), at least three (3) calendar days preceding the meeting of the Board of Directors.
§ 15. The Board of Directors may meet in any country for the purpose of transacting business, reside, regulate its meetings as it deems expedient and determine the quorum necessary for any commercial transaction. Unless otherwise provided, two members constitute a quorum. Questions raised at meetings are decided by a majority of votes. In the event of a tie, the vote of the person presiding over the meeting has the casting vote. Each member of the Board of Directors has the right to receive notices of the Board of Directors at the email address he or she provides.
§ 16. Unless he/she does not wish to do so, the president presides over all meetings of the directors at which he/she is present. If the appointed president does not wish to preside or is absent 5 minutes after the appointed time for the meeting, the Vice President will act as chair of the meeting. If no director is appointed as vice-president, or if the appointed vice-president does not wish to preside, or if he/she is absent 5 minutes after the time fixed for the meeting, the directors present may designate one of them as chairman of the meeting.
§ 17. Unless otherwise provided in these statutes, the decisions of the Board of Directors are validly adopted if they obtain an absolute majority, i.e. more than fifty per cent (50%) of the votes expressed by the directors present or validly represented. Each director has one vote.
§ 18. A duly convened meeting of the Board of Directors is validly held even if all or part of the directors are not physically present or validly represented but participate in the deliberations by any means of telecommunications allowing the directors to listen to and speak to each other. directly, such as by telephone or videoconference. In this case, the administrators will be considered present.
§ 19. Each director and other officer of the Alliance shall be entitled to be reimbursed, from the funds of the Alliance, for his or her travel and other expenses (including reasonable travel expenses related to his or her participation in meetings from the administration board).
§ 20. No administrator may be authorized to receive remuneration for his/her services.
§ 21. Each year, before the approval of the annual accounts, the Board of Directors reports to the Ordinary General Meeting on the annual activity of the Alliance, including at least information concerning (i) the use of the budget, (ii) determination of the calculation method and amount of the annual contribution, and (iii) the activities of the Alliance.
§ 22. The Board of Directors is endowed with the following powers:
- the transfer of the Alliance’s head office;
- the adoption, modification and revocation of the internal regulations, if applicable;
- the determination of the strategy and policy of the Alliance to be implemented by the Executive Council, if applicable;
- track expenditures and budget allocation;
- the implementation of the decisions of the General Assembly;
- approve the appointment and dismissal of members of the Executive Council.
- the appointment and dismissal of members of the Executive Council;
- upon receipt of the draft annual accounts and the activity budget of the operational management committee, the finalization and approval of the draft annual accounts and the draft budget must be submitted to the General Assembly for approval;
- monitor the progress of any working group and report its status to the General Assembly.
§ 23. The mandate of an administrator ends when his mandate expires. The director’s mandate ends automatically and with immediate effect:
- by death or incapacity;
- if a director ceases to meet any of the criteria in Article IV.4;
- following a decision by the General Assembly.
§ 24. Directors are also free to resign from their functions at any time by sending their resignation to the President by registered mail with acknowledgement of receipt or by signed email. In the event of termination of the mandate of a director for any reason whatsoever, except in the case of automatic termination of the mandate of a director or revocation, the director will continue to exercise the functions of his mandate until his replacement within the following deadlines: sixty (60) calendar days.
§ 25. If the term of office of a director ends prematurely, for whatever reason, a new director will be elected or an existing director will act as a proxy, co-opted by the remaining directors by a simple majority, until the seat is filled. by the General Assembly or the Advisory Council as provided for in Article IV.4.§ 3 and Article IV.4.§ 4.
§ 26. In the event of termination of the mandate of an administrator for any reason whatsoever, the latter will not be able to claim any compensation or reimbursement from the Alliance, without prejudice to the mandatory provisions of labour law, the optionally.
§ 27. The Board of Directors is chaired by the President. If the president cannot or does not want to chair the Board of Directors, the Board of Directors will be chaired by the vice president. If the President and the Vice-President are unable or unwilling to chair the Board of Directors, the Board of Directors will be chaired by the oldest director present.
§ 28. The Board of Directors may invite one or more third parties to attend, without the right to vote, one or more meeting(s) or part(s) of their meeting.
§ 29. The Chief Executive Officer has the right to attend meetings of the Board of Directors, without the right to vote and with the right to be heard.
Article IV.5.Executive Council
§ 1. The Executive Council includes at least the roles of:
- Chief Executive Officer
- Treasurer However, it is recommended that the Executive council also be composed of the following officers: Chief Marketing Office, Chief Data Officer, Chief Technology Officer, Chief Learning Officer, Chief Service Officer. It is also possible to combine the above positions.
§ 2. Members of the Executive Council may be remunerated. The Alliance will bear all reasonable expenses incurred by the member of the Executive Council based on the internal regulations or other internal guidelines, if applicable. The duration of the mandates of the members of the Executive Council can be determined or indefinite. The conditions of their remuneration are determined by the Board of Directors with the approval of the General Assembly.
§ 3. The president will appoint the Chief Executive Officer, the Treasurer, the Chief Marketing Officer and the Chief Data Officer. The appointment of the Chief Executive Officer will be the first appointment within the Executive Council and will mark the creation of the council. All officers report to the Board of Directors.
§ 4. The Chief Executive Officer and the Treasurer must be members of the alliance.
§ 5. The Chief Executive Officer and the Treasurer may already be members of the Board of Directors.
§ 6. The president and vice presidents cannot be appointed as Chief Executive Officer and the Treasurer. The Executive Council must always have a Chief Executive Officer.
§ 7. The Chief Executive Officer will appoint the Chief Technology Officer, Chief Learning Officer and Chief Service Officer, with the approval of the president. They report to the Chief Executive Officer.
§ 8. The Chief Executive Officer will work in close collaboration with the Treasurer, the Chief Marketing Officer and the Chief Data Officer to facilitate the work of the Chief Technology Officer, Chief Learning Officer and Chief Service Officer.
§ 9. The members of the Executive Council have the powers which are specifically attributed to them according to their quality by these statutes. Generally speaking, they have the following powers:
- Ensure the daily management of the Alliance as well as the representation of the Alliance with regard to this management. Daily management includes both acts and decisions which do not exceed the needs of the daily life of the Alliance as well as acts and decisions which, either because of the minor interest that they represent, or because of their urgent nature, do not justify the intervention of the Board of Directors. The members of the Executive Council may, with regard to this daily management, assign special mandates to any agent.
- Ensure, where applicable, the general management and administration of the Alliance.
- Ensure effective decision-making within the Board of Directors and the implementation of the Alliance strategy decided by the Board of Directors.
- Execute the decisions of the Board of Directors.
- Establish a steering committee to form working groups, assign tasks or modify the structure of working groups.
- Determine the work and operating rules of one or more working groups and report on their activities to the Board of Directors.
- Determine the work and operating rules of one or more working groups and report on their activities to the Board of Directors.
- Prepare the minutes of the meetings of the General Assembly and the Board of Directors.
- Form a steering committee; invite him to meetings at the request of a member for the creation, dissolution or creation of a task within the framework of a working group.
- Generally, ensure the commercial objective, public relations, educational programs and third-party projects of the Alliance, in particular with regard to communication with third parties.
§ 10. The members of the Executive Council are not personally bound by the obligations of the Alliance. Their liability will be limited to the execution of the tasks entrusted to them and to errors committed in the exercise (or non-execution) of their functions and tasks.
Article V.1. KGA Charter
§ 1. The KGA Charter, commonly referred to as the “Charter,” will contain internal policies and procedures, including, but not limited to:
- Internal Code of Conduct
- Human resources
- Privacy and data security
- Working groups and tasks
- Internal or external collaboration and communication
- Internal budget and distribution and disbursement of funds
- Authority and approval
- Conflict resolution and mediator
§ 2. At the request of the first General Assembly, the Board of Directors will form a special steering committee, which will be responsible for preparing the charter. The steering committee will be chaired by the president or vice president and must include the Chielf Executive Officer, Chief Technology Officer and the Treasurer.
§ 3. The first charter or any modification thereof thereafter must be approved by the General Assembly.
§ 4. The charter must be completed and approved within the year following the first General Assembly.
§ 5. The Board of Directors may provisionally approve (before the General Assembly) any modification of the charter (Article IV.2.§ 14 (3)).
Article VI.1. Account
§ 1. The accounting year of the Alliance begins on January 1 and ends on December 31 of each year.
§ 2. The accounts of the Alliance, including the annual accounts, are registered and filed in accordance with the provisions of Belgian law.
§ 3. The Board of Directors appoints a Treasurer to keep the accounts and prepare the annual report.
§ 1. The Board of Directors is required to present the annual accounts for the previous financial year of the Alliance as well as the budget for the current year to the Annual General Meeting for approval.
§ 2. The budget for the current year will be prepared by the Executive Council and discussed and validated by the Board of Directors taking into account the comments of the General Assembly and the Board of Directors.
§ 3. The budget for the current year must be approved by the General Assembly.
§ 4. Subject to what is required by law and unless otherwise decided by the Board of Directors by a majority of votes, no auditor or certified accountant will be appointed to audit the accounts of the Alliance.
Article VII.1. Modification of the statutes
§ 1. The General Assembly can only validly decide on modifications to these statutes if (i) at least two thirds (2/3) of its members are present or represented and (ii) if they obtain a majority of both third (2/3) of the votes cast by the effective members present or validly represented.
§ 2. The main conditions of any proposed modification of these Statutes must be explicitly mentioned on the agenda when convening the General Assembly.
Article VIII.1. Dissolution procedure
§ 1. The General Assembly can only validly pronounce the dissolution of the Alliance if (i) at least two thirds of the members are present or represented, (ii) the decision obtains a majority of four fifths (4/5) votes expressed by Full Members and Organizational Members present or validly represented.
§ 2. An Extraordinary General Meeting may be convened with the subject of dissolution on the agenda as provided for in Article IV.2. § Article IV.17 or only on proposal from the Advisory Council.
§ 3. An extraordinary General Meeting may be convened again on the dissolution agenda at least 60 days after the last convention on the same agenda.
§ 4. Any proposal to dissolve the Alliance must be explicitly mentioned on the agenda for convening the General Assembly as provided for in Article IV.2. § Article IV.17.
§ 5. The Advisory Council may veto the decision of the General Assembly on the dissolution of the Alliance a maximum of two times.
§ 6. The Alliance may be dissolved only by the Advisory Council acting unanimously in the event that the Extraordinary General Assembly fails, on two occasions, to meet the quorum provided for in Article IV.2.
Article VIII.2. Liquidation procedure
§ 1. Upon dissolution and liquidation of the Alliance, the General Assembly decides on the appointment of one or more liquidators, the decision-making process of the liquidators if several liquidators are appointed and the scope of its functions/powers.
§ 2. The General Assembly also decides on the distribution of the assets of the Alliance, it being understood, however, that the net assets of the Alliance may only be used for disinterested purposes.
§ 3. In the absence of appointment of one or more liquidators, all directors will be considered jointly and severally liable for the liquidation of the Alliance.
§ 4. In the event of extraordinary circumstances, in the absence of appointment of one or more liquidators by the General Assembly, the court appoints the liquidators upon reasoned request from a member, an interested third party or the public prosecutor.
The provisions of the Code of Companies and Associations from which it is not lawfully deviated are deemed to be included in these statutes and the clauses contrary to the mandatory provisions of the Code of Companies and Associations are deemed unwritten.