This Association is subject to the Belgian Law of 2 May 2002 on non-profit associations (hereafter named “the Law”) to which it is expressly referred for any matter not mentioned in these Statutes or bylaws (internal regulations). Any litigation related thereto shall fall within the jurisdiction of the courts of the registered office’s location.

Article 1 – Name of the Association

The non-profit association (ASBL) is called “NATO Wives Bazaar” (abbreviated “NWB”).

All acts, bills, announcements, publications and other documents issued by the Association shall mention the registered name (abbreviated or in full) of the Association, preceded or immediately followed by the words “Association Sans But Lucratif” or the abbreviation “ASBL”, accompanied by the address of the registered office.

Article 2 – Objectives of the Association

The Association aims at:    

• Organizing social events and activities for the purpose of raising funds to be donated to charity.
• Bringing together the wives and partners of military personnel working at NATO Headquarters, in order to foster friendship within its international community.

Article 3 – Registered Office of the Association

The Association is officially located at 127 Ave Paul Hymans 1200 Brussels – Belgium, in the judicial district of Brussels.

Only the General Meeting deciding as for a change of Statutes is allowed to change its registered office.

Article 4 – Members of the Association

The minimum number of members shall be four full members.

There shall be two categories of members

• Full members: one National Representative per nation participating in social events and activities.
• Associate members: other persons participating in the organization of events and activities.

 
Only the full members have full rights as afforded by the Law and by these Statutes.

Associate members shall have the same rights as full members, with the exception of the right to vote in the General Meeting.

Article 5 – Admission      

Each new request for membership must be agreed by the Board, which shall examine requests for membership at its meetings. The final approval of a membership shall be taken by the General Meeting.

Any person who becomes a member of the Association must agree to these Statutes and to any other rules, and particularly to the objectives of the Association.

Article 6 – Loss of Membership

Membership is lost through:

• Resignation.
• Suspension decided by the Board on serious grounds, the person concerned having been first asked to appear before the Board to give explanations.

A final cancellation of membership must be approved by the General Meeting.

• Cancellation of membership decided by the General Meeting on serious grounds, the person concerned having been first asked to appear before the Meeting to give explanations.

The same procedure shall be applied to revoke or suspend the mandate of an Administrator or a member of the Management Board.

Article 7 –Resources

• Subsidies from the Belgian State, local authorities or any other public organization.
• Funds received in return for services provided by the Association.
• Any other resources authorized by the Law.

The General Meeting may decide to collect a membership fee which may be annual, on-off or per category of member. It may never exceed 250 euros per annum.

Article 8 – General Meeting

The General Meeting shall be composed of the full members. Members who cannot attend may be represented by a third party, whether a full member of the Association or not, with a limit of two proxies per attendee. The General Meeting shall be invited to convene by the Board or by at least one fourth of the full members. It shall be chaired by the President.

The invitations shall be sent by post, by electronic mail or in other way to all full members at least two weeks before the fixed date. The agenda shall be sent with the invitations. The General Meeting may only discuss the items on the agenda, unless a proposal signed by at least one tenth of the membership is presented before the meeting.

The minutes of the Meeting shall be sent to all members within three months of the latter.  The minutes shall be filed in the Minute Book held at the registered office and may be viewed by third parties with prior authorization by the Board.

The General Meeting shall have absolute authority and hold all powers afforded by the Law and these Statutes.

The General Meeting may, inter alia:

• Elect or dismiss the Administrators;
• Approve new members;
• Exclude a member;
• Approve the budget and accounts;
• Approve bylaws (internal regulations);
• Approve the choice of charities to receive donations;
• Approve the amount given to each selected charity;
• Modify the Statutes;
• Modify the objectives for which the Association was established;
• Declare the Association dissolved.

Decisions shall be taken by an absolute majority (50% +1 vote) of the votes of the members, attending or represented.

However, the General Meeting may only take valid decisions on a change of the Statutes, the dissolution of the Association or the modification of the objectives for which it was established if at least 2/3 of the members are attending or are represented. Any modification of the Statutes or dissolution may only be adopted by a majority of 2/3 of the votes of attending or represented members. Any modification of the objectives may only be adopted by a majority of 4/5 of the votes of attending or represented members.

In principle, voting shall be by show of hands, except if a person is concerned, in which case it shall be secret. Voting shall also be secret if so requested by at least half the members plus one.

Article 9 – Ordinary General Meeting

The Ordinary General Meeting shall be held at least once a year, in the first semester of the calendar year. The financial year shall begin on 1st January of every calendar year and end on the following 28th February.

During this annual meeting, the Board shall present a report on the activities of the Association, and the financial report with the accounts for the previous year. The Meeting shall be invited to take a decision on these reports.

Article 10 – Board

The Association shall be managed by a Board composed of from 3 to 20 members, elected for 2 years by the General Meeting among volunteers from participating countries. The number of Administrators must always be less than the number of members in the General Meeting.

The members of this Board may be reelected only twice consecutively. When there is a vacancy, the Board shall select a provisional replacement. Permanent replacements shall be elected at the following General Meeting.

The Board shall elect from among its members a Management Board comprising at least one President, one Vice-President and a Treasurer, whose appointments shall be confirmed by the General Meeting.

Article 11 - Meetings of the Board

The Board shall hold at least one meeting every six months, on invitation from the President or on request from one quarter of the members. The meetings shall be chaired by the President.

Decisions shall be taken by an absolute majority of the votes (50%+1) of the members attending or represented within a limit of one proxy per member. In case of a tied vote, the President shall have the casting vote.

However, the Board may only take valid decisions if at least half the members are attending or are represented.

In principle, voting shall be by show of hands, except if a person is concerned, in which case it shall be secret. Voting shall also be secret if so requested by half the Administrators.

Article 12 – Responsibilities of the Board

The Board shall hold all the powers not specifically afforded to the General Meeting by the Law or by the Statutes. It shall manage and direct the Association according to the decisions taken by the General Meeting. It shall represent the Association to third parties, including courts of justice. It shall delegate part of its authority to the members of the Management Board.

The Board may inter alia:

• Set the agenda of the General Meeting;
• Implement, with the Management Board, placed under its general and financial control, the decisions taken by the General Meeting;
• Set the budget of the Association and draw up the accounts;
• Suspend a member or an Administrator of the Association.

Article 13 – Management Board

The Management Board shall ensure the smooth running of the Association under the control of the Board whose meetings it shall organize.

The President shall represent the Association in all its outside activities and act on its behalf, subject to approval by the Board. In case of unforeseen difficulties, the Vice-President shall replace the President.

The Treasurer shall manage the accounts of the Association and collect all receipts and pay all expenses, subject to approval by the President. In case of unforeseen difficulties, the President shall replace the Treasurer.

Any day-to-day management operation of a value exceeding 1 000 EUR, any legal act or operation outside the framework of day-to-day management, irrespective of its value, shall only commit the Association if signed by three administrators, whom at least two must be members of the Board.

For any other act of day-to-day management, the Association shall be validly represented by one of the members of the Board.

Article 14 – Bylaws (internal regulations)

Bylaws (internal regulations) may be established by the Board and approved by the General Meeting.

Such regulations shall settle various points not covered by these Statutes, particularly those concerning the internal running of the Association.

Article 15 – Dissolution

In the event of dissolution by the General Meeting, the General Meeting shall appoint one or more liquidators. The General Meeting shall assign its assets to one or more charities of its choice.

Article 16 – Special Provision

This document is a translation of the original French, which is the authentic text.

In the event of litigation, the French version of these Statutes shall prevail.

Modified and approved by the General Meeting on 15th March 2007.