TITLE I. FOUNDER. NAME. LEGAL FORM. TERM. REGISTERED OFFICE
Article 1. Founder
1.1 The Foundation has one (1) founder (hereafter: “Founder”).
Article 2. Name. Legal form. Term
2.1 The private foundation named “The European Cancer Community Foundation”, abbreviated “ECCF” (hereafter: “Foundation”), is constituted for an indefinite period under the provisions of Book 11 and any other provisions applicable to private foundations of the companies and associations Code of March 23, 2019.
2.2 All acts, invoices, announcements, publications and other documents issued by the Foundation shall contain the name of the Foundation, immediately followed or preceded by the mentions “fondation privée” or abbreviated “FP”, the address of the registered office of the Foundation, the enterprise number and the mention “registre des personnes morales” or abbreviated “RPM” followed by the court with jurisdiction in the district where the Foundation has its registered office.
Article 3. Registered office
3.1 The registered office of the Foundation shall be located in the Brussels-Capital Region.
3.2 The registered office of the Foundation may be transferred to any other location in Belgium by a decision of the Board of Directors, provided that said transfer will not imply a change of the language of these Statutes according to the legal provisions governing the use of official languages in Belgium.
3.3 If the transfer of the registered office of the Foundation implies a change of the language of these Statutes according to the legal provisions governing the use of the official languages in Belgium, the Board of Directors will be competent to decide on the transfer of the registered office of the Foundation according to the presence quorum and voting majority stipulated in Article 27 of these Statutes.
3.4 The Foundation may establish offices in any country or place.
TITLE II. PURPOSE. OBJECT
Article 4. Purpose
4.1 The non-profit purpose of the Foundation shall be, within the countries being part of the World Health Organization Regional Office for Europe (hereafter: “WHO-European Region”) , to:
(a) Fund opportunities for organisations to support and contribute to the mission and activities of the European Cancer Organisation, an international non-profit association incorporated under Belgian law, registered with the Crossroads Bank for Enterprises under the enterprise number 0450.934.093 (RLE Brussels) (hereafter: “European Cancer Organisation AISBL”), and its full members, patient advisory committee and focused topic networks;
(b) Fund opportunities that promote collaborative work to reduce inequalities, increase innovation and improve cancer treatment outcomes across Europe; and
(c) Fund actions and initiatives that promote the work of the European Cancer Organisation and its full members, patient advisory committee, focused topic networks and projects
(d) Fund innovative research by novice healthcare researchers in thematic topics in alignment with the mission and activities of the European Cancer Organisation and its full members, patient advisory committee and focused topic networks; and
(e) Fund capacity building initiatives (internal or external) of healthcare professionals in specialised topics (e.g. Leadership, onco-policy) in alignment with the mission and activities of the European Cancer Organisation, its full members and focused topic networks.
4.2 The non-profit purpose of the Foundation is not to take over the role of European Cancer Organisation but to support and assist European Cancer Organisation AISBL to achieve its own non-profit purpose on behalf of its full members and patient advisory committee.
Article 5. Object
5.1 To that effect, the Foundation may perform and develop, alone or in collaboration with third parties, all activities related, directly or indirectly to its purpose. The Foundation may, in particular develop the following non exhaustively listed activities:
(a) Disseminate information and issue publications;
(b) Organise and arrange meetings, events, seminars, workshops, and other programs and convenings at international and national levels;
(c) Lead or support cancer awareness campaigns;
(d) Collect and analyse statistical data;
(e) Contribute to the continuation and development of and the fulfilment by (i) European Cancer Organisation AISBL, and (ii) its Full Members and Patient Advisory Committee, and (iii) other regional and/or international initiatives and/or organisations directly or indirectly related to European Cancer Organisation AISBL or its own non-profit purpose;
(f) Cooperate with and assist other initiatives and/or organisations having a purpose similar to the purpose of the Foundation, as well as other regional and/or international initiatives and/or organisations;
(g) Participate in World Health Organization, European Union or other public authorities’ programs, calls for proposals of the European Union, national governments or other public and semi-public authorities, and in general to apply for grants from the European Union, national governments or other public and semi-public authorities; and
(h) Undertake alone or with others joint activities as partner or in any other capacity with the World Health Organization, European Union institutions, national governments, other public and semi-public authorities and private corporations and organisations.
5.2 In addition, the Foundation may develop, support, incorporate, constitute, set up, participate to, and have interests in (including owning shares, stocks, bonds, warrants, options, participations and/or investments, etc.) any Belgian or foreign legal entity, commercial or not, not-for-profit or for-profit, private or public or semi-public, having the legal personality or not, having similar purposes and objects than the ones of the Foundation.
5.3 The activities of the Foundation can be of a commercial and profitable nature, provided always that the profits generated through these activities shall at all times and entirely be affected to the realisation of the non-profit purpose of the Foundation.
TITLE III. ORGANISATIONAL STRUCTURE
Article 6. Bodies
6.1 The bodies of the Foundation are:
(a) The Board of Directors;
(b) The Chair;
(c) The Vice-Chair;
(d) The Working Group(s), Committee(s) and Advisory Board(s); and
(e) The Executive Director.
TITLE IV. BOARD OF DIRECTORS
Article 7. Composition
7.1 The Board of Directors shall be composed of five (5) directors.
7.2 Each director shall be a natural person.
7.3 The Board of Directors shall be composed as follows:
(a) The Chair shall be a director as of right;
(b) The Vice-Chair shall be a director as of right;
(c) The Treasurer of European Cancer Organisation AISBL, if any, shall be a director as of right;
(d) Two (2) directors appointed by the board of directors of European Cancer Organisation AISBL.
7.4 The directors referred under paragraph 7.3, (d) of the present Article shall be appointed by the board of directors of European Cancer Organisation AISBL. The term of office of the directors referred under paragraph 7.3, (d) of the present Article is a two (2) years term, twice renewable in a row. After three (3) consecutive terms of office as director, a natural person can only be appointed again as a director referred under paragraph 7.3, (d) of the present Article after a [two (2) year cool-off time period. The mandate performed by a director for the remainder of a term pursuant to paragraph 7.5 of this Article, shall not be taken into account for the computation of the number of terms of office as referred to in this paragraph. Their mandate shall be non-remunerated.
7.5 Each director under paragraph 7.3, (d) of the present Article who is appointed by the board of directors of European Cancer Organisation AISBL to replace a director under paragraph 7.3, (d) of the present Article whose mandate has terminated before the expiry of his/her term, shall only be appointed for the remainder of the term of the director under paragraph 7.3, (d) of the present Article being replaced.
7.6 The mandate of a director referred under paragraph 7.3, (d) of the present Article terminates by expiry of his/her directorship. The mandate of a director terminates as of right and with immediate effect, (i) by death or incapacity, or (ii) if a director is in a situation of bankruptcy or is subject to insolvency proceedings of a similar nature under the laws of any jurisdiction, or (iii) if a director does no longer meet the criteria set out in paragraph 7.3 of the present Article.
7.7 The mandate of a director referred under paragraph 7.3, (d) of the present Article also terminates upon dismissal (ad nutum) by the board of directors of European Cancer Organisation AISBL. The board of directors of European Cancer Organisation AISBL may dismiss a director referred under paragraph 7.3, (d) of the present Article at any time and shall not give reasons for its decision, without any compensation or cost becoming due by the Foundation, and provided that the concerned director has received the possibility to communicate his/her arguments to the board of directors of European Cancer Organisation AISBL prior to the decision on the dismissal.
7.8 The directors referred under paragraph 7.3, (d) of the present Article are also free to resign from their office at any time by submitting, via special means of communication, their resignation to the Chair. In case of termination of the mandate of a director referred under paragraph 7.3, (d) of the present Article for whatever reason, except the cases of automatic termination of the mandate, or dismissal, the director shall continue performing the duties of his/her office until he/she has been replaced within sixty (60) calendar days.
7.9 In case of termination of the mandate of a director for whatever reason, the director shall have no claims for compensation on the Foundation or for its assets, without prejudice to the mandatory labour law provisions and the services agreement provisions, if applicable.
7.10 The Board of Directors shall be chaired by the Chair. If the Chair is unable or unwilling to chair the Board of Directors, the Board of Directors shall be chaired by the Vice-Chair. If the Chair and the Vice-Chair are both unable or unwilling to chair the Board of Directors, the Board of Directors shall be chaired by the director present designated for this purpose by the Board of Directors.
7.11 The Board of Directors may invite one or more third party(ies) to attend without voting rights one or more meeting(s) or part(s) of meeting(s) of the Board of Directors.
Article 8. Powers
8.1 The Board of Directors has the widest powers to perform all acts of management and disposal directly or indirectly related to or necessary or useful to achieve the non-profit purpose of the Foundation. The Board of Directors shall act as a collegial body (in French: “organe collégial” / in Dutch: “collegiaal orgaan”).
8.2 At any time, the Board of Directors may delegate specific powers to one or more director(s) or other persons or bodies, with or without sub-delegation powers to the legal extent possible.
8.3 Each director shall have the individual right to inspect and take copies of all books, minutes and any other documents of the Foundation for the needs of the performance of his/her duties as a director.
Article 9. Meetings
9.1 The Board of Directors shall meet every time the interests of the Foundation so require and at least three (3) times a year, upon convening by the Chair or at the request of two (2) directors, acting jointly, and at such time and place as determined in the convening notice. If the Chair is unable or unwilling to convene the Board of Directors, the Board of Directors shall be convened by the Vice-Chair. If the Chair and the Vice-Chair are both unable or unwilling to convene the Board of Directors, the Board of Directors shall be convened by the director designated for this purpose by the Board of Directors.
9.2 A meeting of the Board of Directors shall also be convened by the statutory auditor, if any, at the written request of the Founder or at least one fifth (1/5) of the directors. In this last case, the statutory auditor shall convene the Board of Directors within twenty-one (21) calendar days after the request of convening of the directors. The Board of Directors shall take place at the latest on the fortieth (40th) calendar day following this request.
Article 10. Proxies
10.1 Each director shall have the right, via regular means of communication, always with copy to the Executive Director via similar means, to give a proxy to another director, to be represented at a meeting of the Board of Directors. No director may hold more than one (1) proxy.
Article 11. Convening notices. Agenda
11.1 The convening notices for the Board of Directors shall be notified to the directors by the Executive Director via regular means of communication at least fifteen (15) calendar days before the meeting of the Board of Directors. The convening notices shall mention the date, time and place of the meeting of the Board of Directors. In addition, the convening notices shall mention if the directors can vote electronically. The agenda and the material documents necessary for the discussion shall be attached to the convening notices. The agenda of the meetings of the Board of Directors shall be prepared by the Executive Director and adopted by the Chair. If the Chair is unable or unwilling to adopt the agenda, the agenda shall be adopted by the Vice-Chair. If the Chair and the Vice-Chair are both unable or unwilling to adopt the agenda, the agenda shall be adopted by the director designated for this purpose by the Board of Directors.
11.2 Each director shall have the right to propose an additional item to be included on the agenda of the Board of Directors, which shall be notified via regular means of communication to the Chair at least five (5) calendar days before the meeting. In such a case, the Chair shall inform the directors of the additional item(s) on the agenda of the Board of Directors via regular means of communication at least three (3) calendar days before the meeting of the Board of Directors.
11.3 No vote shall be cast regarding an item that is not listed on the agenda.
11.4 Each director shall have the right, before, during or after a meeting of the Board of Directors, to waive the convening formalities and periods required by the present Article. Unless he/she disagrees, any director present or represented at a meeting of the Board of Directors shall be considered to have been regularly convened to this meeting.
Article 12. Presence quorum. Voting majority. Votes
12.1 Unless otherwise stipulated in these Statutes, the Board of Directors shall be validly constituted when (i) at least half of the directors are present or represented and (ii) at least one (1) director being a director of European Cancer Organisation AISBL is present.
12.2 If (i) at least half of the directors are not present or represented and/or (ii) at least one (1) director being a director of European Cancer Organisation AISBL is not present at the first meeting, a second meeting of the Board of Directors may be convened pursuant to Article 11 of these Statutes, at least fifteen (15) calendar days after the first meeting of the Board of Directors. The second meeting of the Board of Directors shall validly deliberate, irrespective of the number of directors present or represented, in accordance with the voting majority provided for in paragraph 12.3 of the present Article. In any case, the Board of Directors shall always be constituted of at least two (2) directors physically or virtually present.
12.3 Unless otherwise stipulated in these Statutes, decisions of the Board of Directors shall be validly adopted if they obtain a majority of at least fifty percent (50%) plus one (1) vote of the votes cast by the directors present or represented. Each director shall have one (1) vote.
12.4 By derogation to paragraph 12.3 of the present Article, the decisions of the Board of Directors regarding the funding of global projects (as opposed to the funding of WHO-European Region projects) shall be validly taken if they obtain a majority of at least two thirds (2/3) of the votes cast by the directors present or represented.
12.5 Blank votes, invalid votes and abstentions shall not be counted. In the event of a tie, the Chair shall have the decisive vote and in his/her absence (whether represented or not), the Vice-Chair. If the Chair and the Vice-Chair are both absent (whether represented or not), the director present designated for this purpose by the Board of Directors shall have the decisive vote.
12.6 A duly convened meeting of the Board of Directors shall be validly held even if all or some of the directors are not physically present or represented but participate in the deliberations via any electronic means of communication that allow the directors to directly hear each other and directly speak to each other, such as a telephone, video or web conference. The Executive Director shall set up the practical procedures to organise this in practice. In such a case, the directors shall be deemed present.
12.7 Provided that the possibility to vote via electronic means is mentioned in the convening notice, the directors may vote via electronic means during a meeting of the Board of Directors. The Executive Director shall take the necessary steps allowing the directors to vote electronically. The Executive Director shall set up the practical procedures to organise this in practice and shall ensure that the system for electronical voting used allows for (i) the identification of the directors having expressed their vote and (ii) the control of compliance with the prescribed time limit.
Article 13. Register of minutes
13.1 Minutes shall be drawn up at each meeting of the Board of Directors. They shall be approved and signed by the Chair and kept in a register of minutes. Copies of minutes shall be sent via regular means of communication by the Executive Director to the directors. The register of minutes shall be kept at the registered office of the Foundation where all directors may consult it, without, however, displacing it.
13.2 The copies of minutes of the Board of Directors to be delivered to third parties shall be signed by the director(s) entitled to represent the Foundation in accordance with Article 22 of these Statutes.
Article 14. Written procedure/online procedure
14.1 The Board of Directors may take decisions via unanimous written procedure (which means regular/registered mail or any other means of written communication (including email, application or platform on a website)). In that case, the convening formalities referred to in Article 11 of these Statutes do not have to be complied with.
14.2 For this purpose, the Executive Director, upon request of the Chair or two (2) directors, shall send a notice, including (i) the agenda and (ii) the proposals for the decisions to be taken via regular means of communication to all directors, with request to the directors to vote on the proposals and to send their vote(s) back via the mean of written communication designated by the Executive Director and within the time limit mentioned in the notice.
14.3 The decisions are deemed to have been taken if (i) all the directors have sent their vote(s) back or submitted their vote(s), within the time limit, and (ii) if the items on the agenda have obtained the votes in favour of all the directors.
14.4 For the purpose of the present Article, directors are not allowed to grant proxies to other directors.
14.5 The decisions taken by written procedure are deemed to come into force on the date mentioned on the notice sent to the directors.
14.6 The decisions taken via written procedure shall be sent via regular means of communication by the Executive Director to the directors.
Article 15. Conflict of interests
15.1 In case a director (hereafter: “Concerned Director”) has a direct or indirect interest of a proprietary nature which conflicts with the interest of the Foundation in a decision or an operation falling within the powers of the Board of Directors (hereafter: “Conflicting Interest”), he/she shall notify the Conflicting Interest to the Board of Directors and provide all facts material to understand the nature and scope of the conflict, as soon as possible and before the Board of Directors takes the concerned decision.
15.2 If the Concerned Director fails to do so, any director aware of the potential Conflicting Interest shall raise the issue with the Board of Directors before it takes a decision in relation thereof.
15.3 The statements and the explanations regarding the nature of the Conflicting Interest of the Concerned Director shall be recorded in the minutes of the meeting of the Board of Directors that shall take the concerned decision. The nature of the concerned decision/operation and the proprietary consequences thereof for the Foundation and the reason(s) of the decision that has been taken shall be described by the Board of Directors in the minutes of the meeting of the Board of Directors that shall take the concerned decision.
15.4 If a statutory auditor has been appointed, the minutes of the meeting of the Board of Directors shall be communicated to the statutory auditor.
15.5 The Concerned Director shall neither participate in the deliberations of the Board of Directors nor participate in the vote related to the items on the agenda relating to the Conflicting Interest.
15.6 In relation to the items on the agenda relating to the Conflicting Interest, the Concerned Director shall not be taken into account for the calculation of the presence quorum as provided for by Article 12.1 of these Statutes. The rules relating to the voting majority provided for by Article 12.3 of these Statutes remain unchanged.
15.7 If all the directors have a Conflicting Interest, they shall take the concerned decision and implement the concerned operation themselves. They shall (i) describe the nature of the concerned decision or transaction and the financial consequences thereof for the Foundation and (ii) give reasons the decision taken, or the transaction implemented in a special report.
15.8 Notwithstanding the preceding paragraphs, the procedure of conflicts of interests described above shall not be applied when the decisions of the Board of Directors relate to regular operations concluded on normal market terms and guarantees for operations of the same type.
TITLE V. CHAIR AND VICE-CHAIR
Article 16. Appointment of the Chair and the Vice-Chair
16.1 The Chair shall be as of right the immediate past-president of European Cancer Organisation AISBL, and the Vice-Chair shall be as of right the president of European Cancer Organisation AISBL. Their mandate shall be non-remunerated.
16.2 The mandate of the Chair and the Vice-Chair terminates by expiry of the term of their mandate as respectively immediate past-president of European Cancer Organisation AISBL and president of European Cancer Organisation AISBL. The mandate of the Chair and the Vice-Chair terminates as of right and with immediate effect, (i) by death or incapacity, or (ii) if the Chair or the Vice-Chair is in a situation of bankruptcy or is subject to insolvency proceedings of a similar nature under the laws of any jurisdiction, or (iii) if the Chair or the Vice-Chair does no longer meet the criteria set out in paragraph 16.1 of the present Article.
16.3 If (i) there is no immediate past-president of European Cancer Organisation AISBL or (ii) the mandate of the Chair ceases before his/her term, for whatever reason, the Vice-Chair shall become as of right the Chair until there is a new immediate past-president of European Cancer Organisation AISBL.
16.4 If (i) there is no president of European Cancer Organisation AISBL or (ii) the mandate of the Vice-Chair ceases before his/her term, for whatever reason, the president-elect of European Cancer Organisation AISBL shall become as of right the Vice-Chair until there is a new president of European Cancer Organisation AISBL. If there is no president-elect of European Cancer Organisation AISBL, the board of directors of European Cancer Organisation AISBL shall appoint a new Vice-Chair amongst the director of European Cancer Organisation AISBL until there is a new president of European Cancer Organisation AISBL.
16.5 The mandate of the Vice-Chair referred under paragraph 16.4, first sentence of the present Article terminates by expiry of his/her mandate as president-elect of European Cancer Organisation AISBL. The mandate of the Vice-Chair referred under paragraph 16.4, last sentence of the present Article terminates by expiry of his/her mandate. The mandate the Vice-Chair referred under paragraph 16.4 of the present Article terminates as of right and with immediate effect, (i) by death or incapacity, or (ii) if the Vice-Chair is in a situation of bankruptcy or is subject to insolvency proceedings of a similar nature under the laws of any jurisdiction, or (iii) if the Vice-Chair referred under paragraph 16.4 of the present Article does no longer meet the criteria set out in paragraph 16.4 of the present Article.
16.6 The mandate of the Vice-Chair referred under paragraph 16.4, last sentence of the present Article also terminates upon dismissal (ad nutum) by the board of directors of European Cancer Organisation AISBL. The board of directors of European Cancer Organisation AISBL may dismiss the Vice-Chair referred under paragraph 16.4, last sentence of the present Article at any time and shall not give reasons for its decision, without any compensation or cost becoming due by the Foundation, and provided that the concerned Vice-Chair has received the possibility to communicate his/her arguments to the board of directors of European Cancer Organisation AISBL prior to the decision on the dismissal.
16.7 The Vice-Chair referred under paragraph 16.4, last sentence of the present Article is also free to resign from his/her office at any time by submitting, via special means of communication, his/her resignation to the Chair. In case of termination of the mandate of the Vice-Chair referred under paragraph 16.4, last sentence of the present Article, for whatever reason, except the cases of automatic termination of the mandate, or dismissal, the Vice-Chair shall continue performing the duties of his/her office until he/she has been replaced within sixty (60) calendar days.
16.8 In case of termination of the mandate of the Chair or the Vice-Chair, for whatever reason, the Chair, or the Vice-Chair shall have no claims for compensation on the Foundation or for its assets, without prejudice to the mandatory labour law provisions and services agreement provisions, if applicable.
Article 17. Powers of the Chair and the Vice-Chair
17.1 The Chair shall have the powers specifically granted to him/her by these Statutes. In particular, the Chair shall have the following powers:
(a) Representing the Foundation in meetings, events and in the media;
(b) Developing strategic collaborative relationships with key external organisations;
(c) Determining the Foundation’s strategies and policies, including (i) the lead of the strategic planning process and priority setting for the Foundation and (ii) the promotion of the development of the Foundation;
(d) Collaborating with the bodies of the Foundation in defining, developing or directing the development of the Foundation on significant issues;
(e) Facilitating the development of cohesive, goal-oriented members of the governing bodies and a strong collaboration relationship between the bodies of the Foundation and the Executive Director;
(f) Adopting the agenda of the meetings of the Board of Directors, after preparation by the Executive Director;
(g) Presiding the meetings of the Board of Directors;
(h) Signing and approving the minutes of the meetings of the Board of Directors;
(i) Acting as a conciliator when differences of opinion occur, both within the Foundation and vis-à-vis third parties; and
(j) In the event of a tie, having the casting vote within the Board of Directors.
17.2 The Vice-Chair shall have the powers specifically granted to him/her by these Statutes. As a general rule, the Vice-Chair shall have the following powers:
(a) Replacing the Chair in his/her absence;
(b) Closely collaborating with the Chair on the work of the Foundation; and
(c) Ensuring the continuity of the chairmanship of the Foundation.
17.3 As a general rule, the Vice-Chair shall replace the Chair in his/her absence. If the Vice-Chair is unable or unwilling to replace the Chair, the director designated by the Board of Directors shall replace him/her.
TITLE VI. WORKING GROUP(S), COMMITTEE(S) AND ADVISORY BOARD(S)
Article 18. Working Group(s), Committee(s) and Advisory Board(s)
18.1 The Board of Directors may establish, dissolve and delegate tasks to one or more Working Group(s), Committee(s) and Advisory Board(s). The Working Group(s), Committee(s) and Advisory Board(s) shall have a supporting role to the Board of Directors on specific issues. The Board of Directors shall determine amongst others the mission, composition, powers, conduct of meetings and governance, convening modalities and drafting of agendas, presence quorum, voting majority and voting procedures, and drafting of minutes of the Working Group(s), Committee(s) and Advisory Board(s).
18.2 The Working Group(s), Committee(s) and Advisory Board(s) shall not represent the Foundation vis-à-vis third parties.
18.3 The Working Group(s), Committee(s) and Advisory Board(s) shall always act under the responsibility of the Board of Directors and shall report periodically to Board of Directors on its/their activities, and/or at the request of the Board of Directors.
18.4 The Working Group(s), Committee(s) and Advisory Board(s) may invite one or more third party(ies) to attend without voting rights one or more meeting(s) or part(s) of meeting(s) of the Working Group(s), Committee(s) and Advisory Board(s).
TITLE VII. EXECUTIVE DIRECTOR
Article 19. Appointment and function of the Executive Director
19.1 The Board of Directors shall appoint a natural person, not being a director, as Executive Director. When a legal entity is appointed as Executive Director, the latter shall appoint a permanent representative, being a natural person, in charge of the execution of the mission of the Executive Director in the name and on behalf of the legal entity.
19.2 His/her/its office may be remunerated. The Foundation shall cover all reasonable expenses incurred by the Executive Director. The Executive Director’s mandate may be of a definite or indefinite duration. The terms and conditions of his/her/its office shall be determined by the Board of Directors.
19.3 The mandate of the Executive Director terminates as of right and with immediate effect, (i) by death or incapacity, or (ii) if the Executive Director is under judicial administration, in bankruptcy, in judicial reorganisation, in dissolution or in liquidation, or is subject to insolvency proceedings of a similar nature under the laws of any jurisdiction.
19.4 Unless otherwise agreed, the Board of Directors may dismiss (ad nutum) the Executive Director at any time and possibly with immediate effect, without (i) having to justify its decision, (ii) any compensation or cost becoming due by the Foundation, and (iii) prejudice to the mandatory labour law provisions and services agreement provisions, if applicable.
19.5 The Executive Director is free to resign from his/her office at any time by submitting, via special means of communication, his/her resignation to the Board of Directors, without prejudice to the mandatory labour law provisions and services agreement provisions, if applicable. In case of termination of the mandate of the Executive Director for whatever reason, except the cases of automatic termination of the mandate of the Executive Director or dismissal, the Executive Director shall continue performing the duties of his/her/its office until the Board of Directors has provided in his/her/its replacement within ninety (90) calendar days, without prejudice to the mandatory labour law provisions and services agreement provisions, if applicable.
19.6 In case of the end of the mandate of the Executive Director for whatever reason, the Executive Director shall have no claims for compensation on the Foundation or for its assets, without prejudice to the mandatory labour law provisions and services agreement provisions, if applicable.
19.7 The Executive Director shall be a permanent observer at the Board of Directors and Working Group(s), Committee(s), Advisory Board(s) and shall have the right to attend all meetings of the aforementioned bodies, without voting rights and with the right to be heard. All convening notices to all meetings of the aforementioned bodies shall simultaneously be notified to the Executive Director.
19.8 Notwithstanding the preceding paragraph, the Chair may decide that the Executive Director cannot attend one or more meeting(s) or part(s) of a meeting(s) of the Board of Directors.
Article 20. Powers of the Executive Director
20.1 The Executive Director shall have the powers specifically granted to him/her by these Statutes. In particular, the Executive Director shall have the following powers:
(a) The daily management of the Foundation, within the approved budget;
(b) In cooperation with the Chair, the coordination and the organisation of the meetings of the Board of Directors;
(c) The delegation of tasks to the secretariat of the Foundation and the overseeing of it;
(d) Executing the decisions of the Board of Directors;
(e) Sending the convening notices of the Board of Directors;
(f) The preparation of the draft annual working plan, the draft annual accounts and the draft budget that must be submitted to the Board of Directors for finalisation and approval;
(g) The hiring and the dismissal of the employees of the secretariat of the Foundation;
(h) Upon instruction of the Board of Directors, the assumption of any other duties as agreed with the Board of Directors;
(i) The overseeing of all aspects of the communication within and of the Foundation in general;
(j) The supervision of the financial affairs of the Foundation; and
(k) Ensuring the public relations of the Foundation, particularly regarding communication with third parties.
20.2 The Executive Director shall always act under the responsibility of the Board of Directors and within the approved budget. The Executive Director shall report periodically to the Board of Directors on his/her/its actions and activities, and/or at the request of the Board of Directors.
TITLE VIII. LIABILITY
Article 21. Liability
21.1 The directors, the Chair, the Vice-Chair and Executive Director are not personally bound by the commitments of the Foundation. Their liability shall be limited to the execution of their assigned tasks and the faults committed in the (non-) performance of their duties and tasks.
TITLE IX. EXTERNAL REPRESENTATION OF THE FOUNDATION
Article 22. External representation of the Foundation
22.1 The Foundation shall be validly represented vis-à-vis third parties and with regard to all judicial and extra-judicial deeds by the Chair, acting alone, or by any persons acting jointly out the following persons:
(a) The Chair;
(b) The Vice-Chair; and
(c) The Executive Director.
22.2 Within the framework of daily management, the Foundation shall also be validly represented vis-à-vis third parties and with regard to all judicial and extra-judicial deeds by the Executive Director, acting alone.
22.3 None of the aforementioned persons must justify his/her powers vis-à-vis third parties.
22.4 In addition, the Foundation shall also be validly represented vis-à-vis third parties, within the framework of their mandates, by one or more proxy-holder(s) duly mandated by the Board of Directors, the Chair, acting alone, or, by two (2) persons acting jointly out the following persons:
(a) The Chair;
(b) The Vice-Chair; and
(c) The Executive Director,
or, within the framework of daily management, by the Executive Director, acting alone.
TITLE X. INTERNAL RULES AND PROCEDURES
Article 23. Internal rules and procedures
23.1 To detail and complete the provisions of these Statutes, the Board of Directors may adopt, amend and/or revoke internal rules.
23.2 On the date of the incorporation of the Foundation, no internal rules have been adopted.
23.3 The Board of Directors is further entitled to adopt Board of Directors internal procedures and any other kind of statement that falls within the scope of its powers.
TITLE XI. FINANCIAL YEAR. ANNUAL ACCOUNTS. BUDGET. AUDITING THE ANNUAL ACCOUNTS
Article 24. Financial year
24.1 The financial year of the Foundation shall run from 1st January through 31 December.
Article 25. Annual accounts. Budget
25.1 Each year, within six (6) months following the end of the financial year, the Board of Directors shall establish the annual accounts of the past financial year and the budget for the next financial year and shall approve these.
25.2 The draft annual accounts and the draft budget shall be circulated amongst all directors at least fifteen (15) calendar days before the meeting of the Board of Directors that shall resolve on the approval of the annual accounts and the budget.
25.3 The currency of the Foundation shall be the euro for the annual accounts and all other official accounting, tax and legal documents.
Article 26. Auditing of the annual accounts
26.1 If the law requires so, the Board of Directors shall appoint a statutory auditor, chosen between the members of the Belgian “Institut des Réviseurs d’Entreprise / Instituut der Bedrijfsrevisoren”, for a three (3) years term.
26.2 If the Foundation is not required by law to appoint a statutory auditor, the Board of Directors may still appoint a statutory auditor or an external accountant to audit the annual accounts.
26.3 The statutory auditor or the external accountant, as the case may be, shall draw up an annual report on the annual accounts of the Foundation. This report shall be submitted to the Board of Directors before the approval of the annual accounts.
TITLE XII. AMENDMENTS TO THESE STATUTES
Article 27. Amendments to these Statutes
27.1 The Board of Directors can validly decide on amendments to these Statutes only if (i) (aa) at least two-thirds (2/3) of the directors are present or represented, (bb) at least one (1) director being a director of European Cancer Organisation AISBL is present and (ii) the decision to amend obtains a majority of at least a two-thirds (2/3) of the votes cast by the directors present or represented. Blank votes, invalid votes and abstentions shall not be counted.
27.2 If (i) at least two-thirds (2/3) of the directors are not present or represented and/or (ii) at least one (1) director being a director of European Cancer Organisation AISBL is not present at the first meeting, a second meeting of the Board of Directors may be convened pursuant to Article 11 of these Statutes at least fifteen (15) calendar days after the first meeting of the Board of Directors. The second meeting of the Board of Directors shall validly deliberate, irrespective of the number of directors present or represented, in accordance with the voting majority provided for in paragraph 27.1 of the present Article, and decide on the amendments. However, the Board of Directors shall always be composed of at least two (2) directors physically or virtually present.
27.3 The main terms of any proposal to amend these Statutes shall be explicitly mentioned in the agenda or a separate document included in or attached to the convening notice to the directors.
27.4 The date on which the amendments to these Statutes shall enter into force shall be determined in the internal rules, if any, or by the decision of the Board of Directors regarding the amendments to these Statutes.
27.5 Any decision of the Board of Directors relating to the amendments of these Statutes is subject to the additional requirements imposed by applicable law. In particular, when the law requires it, the amendments to these Statutes must be recorded in a notarial deed.
TITLE XIII. DISSOLUTION. LIQUIDATION
Article 28. Dissolution. Liquidation
28.1 The Board of Directors can validly pronounce the dissolution of the Foundation only if (i) (aa) at least two-thirds (2/3) of the directors are present or represented and (bb) at least one (1) director being a director of European Cancer Organisation AISBL is present and (ii) the decision to dissolve obtains a majority of at least a two-thirds (2/3) of the votes cast by the directors present or represented. Blank votes, invalid votes and abstentions shall not be counted.
28.2 If (i) at least two-thirds (2/3) of the directors are not present or represented and/or (ii) at least one (1) director being a director of European Cancer Organisation AISBL is not present at the first meeting, a second meeting of the Board of Directors may be convened pursuant to Article 11 of these Bylaws, at least fifteen (15) calendar days after the first meeting of the Board of Directors. The second meeting of the Board of Directors shall validly deliberate, irrespective of the number of directors present or represented, in accordance with the voting majority stipulated in paragraph 28.1 of the present Article and decide on the dissolution. However, the Board of Directors shall always be composed of at least two (2) natural persons physically or virtually present.
28.3 Any proposal to dissolve the Foundation shall be explicitly mentioned in the agenda included in or attached to the convening notice to the directors.
28.4 The decision to dissolve the Foundation taken in accordance with the present Article by the Board of Directors shall be submitted to the Enterprise Court of the Jurisdiction where the registered office of the Foundation is located (hereafter: “Enterprise Court”) so the latter pronounces the dissolution of the Foundation. The Enterprise Court will only pronounce the dissolution of the Foundation if the latter is in one of the following situations:
(a) The Foundation has achieved its purpose;
(b) The Foundation is not able anymore to pursue the purpose for which it has been incorporated;
(c) The Foundation allocates its assets, or the revenues generated by the latter to other purposes that the one for which it has been incorporated; or
(d) The Foundation (i) breaches the prohibition to distribute or procure any direct or indirect proprietary advantage to the Founder and to the directors, (ii) contravenes the companies and associations Code of March 23, 2019, or the public order or (ii) commits a serious breach to its statutes;
(e) The Foundation has not filed its annual accounts within the legal time limits (i.e., within seven (7) months following the closure of the financial year).
28.5 The paragraphs 28.1 through 28.4 of the present Article are without prejudice to the rights of the Founder, its successor(s) in law, one or more director(s), any interested third party or the public prosecutor to introduce a request to dissolve the Foundation to the Enterprise Court.
28.6 Upon the dissolution of the Foundation pronounced by the Enterprise Court, the latter can resolve to immediately close the liquidation or decide upon the appointment of one or more liquidator(s), the decision-making process of the liquidators if several liquidators are appointed, and the scope of his/her/their powers.
28.7 Upon dissolution and liquidation of the Foundation, the Board of Directors shall decide upon the allocation of the liquidation balance of the Foundation, provided however that the liquidation balance of the Foundation shall be allocated to a not-for-profit legal entity sharing the same or a similar non-profit purpose and that the Founder or his beneficiaries shall not take back any asset of the Foundation, including any sum equal to the value of the assets nor the assets themselves which the Founder has assigned to the achievement of the non-profit purpose of the Foundation.
TITLE XIV. VARIA
Article 29. Notifications
29.1 Any notice or other communication under or in connection with these Statutes shall be written in English, subject to compliance with the legal provisions governing the use of official languages in Belgium. Additionally, with respect of the sending of any notice or communication under or in connection with these Statutes, the terms below shall be defined as follows:
– “Regular means of communication” means regular mail or any other means of written communication (including e-mail); and
– “Special means of communication” means registered mail or other means of written communication (including e-mail), with acknowledgment of receipt.
Article 30. Computation of time
30.1 For the use of the computation of time limits set out in these Statutes, the terms below shall be defined as follows:
– “Month(s)” mean(s) (a) calendar month(s); and
– “Calendar day(s)” mean(s) that when calculating a period of notice, this period excludes the calendar day when the notice is given or deemed to be given and the calendar day for which it is given or on which it is to take effect.
Article 31. Abstentions
31.1 For the determination of the voting majorities set out in these Statutes, “abstentions shall not be counted” means that (i) the person having abstained shall not be taken into account in the number of persons present or represented on the basis of which the voting majority shall be calculated and (ii) the abstention shall neither be considered as a vote “in favour” nor a vote “against” the proposed decision.
Article 32. Miscellaneous
32.1 Anything that is not provided for in these Statutes or the internal rules, if any, shall be governed by the provisions of Book 11 and any other provisions applicable to private foundations of the companies and associations Code of March 23, 2019. In the event there is a conflict between these Statutes and the internal rules, if any, internal procedures, or any other kind of rules of the Foundation, these Statutes shall prevail.
32.2 For the performance of their duties, directors and the Executive Director can elect domicile at the registered office of the Foundation.
32.3 The business of the Foundation shall be conducted in English, without prejudice to applicable legal obligations. These Statutes are written in French and English, but only the French version shall be the official text.
Article 33. Allocation of the first mandates
33.1 By derogation to Article 7.4 of these Statutes, the Founder shall appoint the first directors referred under Article 7.3, (d) of these Statutes.
33.2 By derogation to Article 16.1 of these Statutes, the Founder (i.e. the president of European Cancer Organisation AISBL at the time of incorporation of the Foundation) shall be the first Chair and the president-elect of European Cancer Organisation AISBL at the time of incorporation of the Foundation shall be the first Vice-Chair. By derogation to Article 16 of these Statutes, the term of office of the first Chair and the first Vice-Chair shall end on December 31, 2023. By derogation to Article 16 of these Statutes, the mandates of the Chair and the Vice-Chair may be terminated upon dismissal (ad nutum) by the Board of Directors of European Cancer Organisation AISBL.
33.3 By derogation to Article 19 of these Statutes, the Founder shall appoint the first Executive Director.