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Statute

Statute

The constituent then established the statutes of association as follows:

SECTION 1 - BASIC ACT

Article 1 - Form - denomination

The organisation is incorporated as a nonprofit international organisation (international utility) in accordance with the law and is denominated "Youth for Exchange and Understanding International", in short" YEU ".

All deeds, invoices, announcements, publications and other documents originating from the international non-profit organisation should mention its denomination, immediately preceded or followed by the words "international non-profit organisation" or the abbreviation "AISBL" as well as the address of its headquarters.

Article 2 - Headquarters

The headquarters of the organisation is established in Belgium at: Avenue du Suffrage Universel 49, 1030 Brussels, Belgium;

The headquarters of the association can, on decision with simple majority of the attending members or represented Board of directors, be transferred to any other place in Belgium. It will not, in any case, be transferred abroad.

Any deed noting the transfer of the organisation headquarters must be filed (in extenso) in the record of the organisation held at the “greffe du Tribunal de Commerce” of the organisation headquarters and published to the Appendices of the “Moniteur belge”.

Article 3 - Goals - Activities

The association which is devoided of any spirit of profit, has for goals, non-profit of international utility, to promote peace, understanding and cooperation between the young people in the world in a spirit of respect of the human rights. The pursuit of these goals will be realized by notably the following activities:

Undertake activities with young people to foster closer cooperation and greater understanding between young people in the world, both between continents and within them, particularly by encouraging the exchange of information, ideas and opinions. Promote cooperation and mutual assistance in the developed and developing countries to cultural, educational and social ends.

Strive for conflicts resolution and promotion of peaceful societies through the acknowledgement and respect for others.

Improve relations and promote tolerance among young people from different cultural and political realities.

Work together on the issues related to protection and sustainability of the environment. Support and promote health and well-being of young people to improve their life quality. Encourage the active participation of all young people in society without any distinction of race, social status, educational levels or any other disadvantage. It can accomplish all acts relating directly or indirectly to its goal. It can notably lend its support and be interested in any activity pursuing a similar goal.

Article 4 - Membership

The organisation is open to Belgians and foreigners. The organisation is composed of full members and observant members.

Only corporate bodies can be full members and observer members.

Article 5

The admission of new members is subject to the following conditions: 5.1 Any non-governmental youth organization endowed with a democratic structure, led by youth for youth, and supporting the mission and objectives stipulated in the Article 3 here of statutes, may become a member, provided that it is accepted by the General Assembly.

Written applications for status of observant member and of full member of an organization should be sent to the Secretariat at least six (6) weeks before the date of the General Assembly.

The candidature must include all the required documents letter of intent, list of active members of the organization applying, activity report for current year, activity plan for upcoming year and Organization’s statute.

In order to ensure transparency in membership procedures, Membership Committee will be formed by Board of Directors, a body with role to review the membership status and give recommendations to General Assembly.

New members will be accepted by a majority of two/thirds (2/3) vote of members present at the General Assembly.

Their term will begin the following day of the General Assembly at which they will have become members.

The organisations must first be observer members for two years after which they must apply full membership status in order to remain a member of the YEU organisation. This period of two years as an observer member is not however in enforcement for members admitted during the first fiscal year, which will obtain, ipso jure, the status of full member.

Members are required to accomplish and observe all the duties and responsibilities defined in the internal regulations in order to retain their membership status.

The members (of the various categories) can give their resignation under the following conditions: Any member organization is free to leave the YEU organisation by informing in writing the Secretariat. Any member leaving the YEU organisation loses the whole of its rights.

Any member not complying with the statutes or the internal regulations may be excluded. The exclusion of members will be decided by the General Assembly by a majority of two / thirds (2 / 3) of the members present at the General Assembly. A written notification of this exclusion will be sent to the members. The exclusion comes into force at the moment the decision was taken. Any proposal for an exclusion of a member for the above-mentioned reasons must be sent in writing four (4) weeks before the General Assembly. The excluded member has the right to express itself at the General Assembly before the voting.

Article 6 - Rights and obligations of members

6.1 Members' Rights

Observer members are entitled to:

  • Express itself and have a vote in the General Assembly;
  • Ask for clarification on the general management of the organisation;
  • Question the Board of directors on their work;
  • Participate in formal meetings and activities of the organisation;
  • Use the organisation as a vehicle for the exchange of human resources and experiences;
  • To be represented by the organisation at the international level;
  • Receive information on international organisations with which the YEU organisation is in contact;
  • Be included in the publicity materials of the organisation.

The full members are entitled to:

  • Express itself and have 3 votes in the General Assembly
  • Nominate candidates for election within the Board of directors and other bodies of the 95organisation;
  • Ask for clarification on the general management of the organisation;
  • Question the Board of directors on their work;
  • Participate in formal meetings and activities of the organisation;
  • Use the organisation as a vehicle for the exchange of human resources and experiences;
  • To be represented by the organisation at the international level;
  • Receive information on international organisations with which the YEU organisation is in contact;
  • Be included in the publicity materials of the organisation.

6.2 Obligations of Members

Observer members must:

  • Support the goals and activities of the organisation as stipulated in Article 3 hereof Statutes;
  • Accept the statutes and internal regulations of the organisation;
  • Have a democratic structure;
  • Be a non-profit organization
  • Be run by and for youth;
  • Be willing to cooperate to achieve the goals of the organisation;
  • Inform members and interested persons about the organisation and the events taking place at national and international levels;
  • Coordinate the applications of their members to participate in activities of the organisation;
  • Organize youth events;
  • Pay the required fee to the organisation in accordance with the criteria defined by the organisation;
  • Identify an international coordinator to the Secretariat and the Board of Directors;
  • Send each year to the organisation a brought up to date list of the members, an annual report and a work plan, and the statutes if they were the subject of a modification.

Full members must observe the following criteria:

  • Support the goals and activities of the association as stipulated in Article 3 hereof Statutes
  • Be, as far as possible, legally recognized, if not full membership may be granted at the 127discretion of the General Assembly;
  • Accept the statutes and internal regulations of the organisation;
  • Have a democratic structure;
  • Be a non-profit organization
  • Be run by and for youth;
  • Be willing to cooperate to achieve the goals of the organisation;
  • Inform members and interested persons about the organisation and the events taking place at national and international levels;
  • Coordinate the applications of their members to participate in activities of the organisation;
  • Organize youth events;
  • Pay the required fee to the organisation in accordance with the criteria defined by the organisation;
  • Identify an international coordinator to the Secretariat and the Board of Directors;
  • Send each year to the organisation a brought up to date list of the members, an annual report and a work plan, and the statutes if they were the subject of a modification.

Article 7

Members must pay fees as requested by the Secretariat, which calculates the amount of thereof based on the agreed formula. Observer members will be granted a reduction of twenty-five percent (25%) of thereof.

SECTION 2 - ORGANISATION

Chapter 1 - Governance (Administration-management-representation)

Article 8 - General Assembly (General Body-of-direction)

The General Assembly has full powers for the achievement of goals as well as activities of the organisation.

It is composed of all full members and observer members. Are notably reserved to its jurisdiction the following points:

a) Approval of budgets and accounts; b) Election, dismissal and discharge of directors and if necessary of auditors; c) Amendment to the statutes; d) Dissolution of the organisation; e) Adhesion and exclusion of members f) Adoption of internal regulations

Article 9

The General Assembly is held, ipso jure, under the chairmanship of the President or any member of the Board of Directors or any other person designated by the latter to accomplish this task every year during the last quarter of the year, at the headquarters office or at the place indicated on the notice.

It should be sent by letter, fax, email or any other means of communication at least four  (4) weeks before the General Assembly and contains the order of the day. An extraordinary General Assembly may also be called by two / thirds (2 / 3) members at their request.

Article 10

Members have the right and duty to be present and speak at the General Assembly and participate in the organisation activities. Participation rights at the GA are as follows: Full member organizations are entitled to one delegate, who has three (3) votes; Observer member organizations are entitled to one delegate, who has one (1) vote. The Board of Directors are also entitled to participate in the GA. They have each one vote. Members may each be represented at the general meeting by another member or a third, carrying a special proxy.

Except contrary disposition provided herein statutes, the general assembly shall not validly deliberate unless the majority (50% + 1) members is present or represented.

Article II

Except in exceptional cases provided by herein statutes, resolutions are passed by simple majority of members present or represented and are brought to the attention of all members by email.

Article 12 - Board (Governing body)

The organisation is managed by a board composed of maximum seven (7) directors, individuals, of which only two of them can have the same nationality.

The board has all powers of management and administration, subject to the powers of the General Assembly.

The General Assembly elects a president, 2 vice-presidents, treasurer and 3 Governing Board members.

The Board may also confer under its responsibility; special and specific powers to one or more persons.

Board of Directors has the power to form the Working Groups according to the Strategic Plan priorities and need to broaden and intensify the involvement of Member Organizations with the core work of YEU.

Article 13 - Nominations

The directors are nominated by the GA by simple majority. Their term lasts two years, renewable. Governing Board may serve no more than 2 mandates in total.

In the event of a vacancy during a term, the GA (or board) may appoint a substitute to complete the term of its predecessor.

Article 14 - Meetings

The board meets at least twice a year on special convocation of its President. The convocation is sent by letter, fax, email or other means of communication. A director can be represented by another director at meetings of the board, and by another director or a third at General Assembly.

The board cannot duly deliberate unless at least three of its members are present or represented. Its resolutions are adopted by a simple majority of the directors present or represented. In case of equality of votes, the president has a casting vote.

Article 15 - Managing Director

The General Assembly can entrust a person, non-member of the Board of directors, the daily management and the representation of the organisation regarding this daily management. The person responsible for the daily management will be able to act individually. This provision is enforceable against third parties under the conditions provided by law. Any restriction brought on the power of representation given to the person responsible for the daily management, for the purposes of daily management, is unenforceable against third parties, even if it is published. The person responsible for daily management will bear the title of "Secretary General ". The identity of the delegate (s) to the daily management will be filed at the “greffe du Tribunal de Commerce” and published in the appendices of the “Moniteur belge”. Its mandate has a term of two years, renewable.

Article 16 - Conflict of Interest

If a director has, directly or indirectly, an opposite interest of capital nature to a decision or an operation coming under the Board of directors, He/She must inform the other directors before the deliberation to the Board of directors. His/Her declaration, as well as the reasons justifying the opposite interest which exists on the part of the Director concerned must appear in the Minutes of the Board of Directors which will make the decision. In addition, he/she must inform the Auditor, if any. The Board of Directors describe, in the Minutes, the nature of the decision or the operation and a justification of the decision which was taken and consequences on the capital of the organisation. The management report contains the entirety of the Minutes. The concerned Director can attend the deliberations of the Board of Directors relating to these transactions or decisions, but cannot take part in the vote. This article is not in enforcement when the decisions of the Board of Directors relate to usual operations concluded under normal conditions for similar operations.

Article 17 - Representation

All acts binding the organisation are, except for special proxies conferred by the General Secretary, signed by the Secretary General who will not have to justify to third of the powers for that purpose.

Legal actions as plaintiff or defendant are followed by the Board of Directors represented by its Secretary General or any other person designated for that purpose by him/her.

Chapter 2: Accounting

Article 18 - Fiscal year and annual accounts

The financial year will close on the thirty first (31) of December of each year. Subject to the enforcement of the provisions of the Belgian Law of seventeenth (17) of July , nineteen hundred seventy five (1975) on Business Accounting in the cases envisaged by the Article 53 § 3 of the Act, the Board of Directors has to submit the account of the past financial year and the budget for the following financial year to the approval by the General Assembly which will decide at its next Assembly.

The General Assembly can decide the constitution of a reserve fund, fix the amount and terms of contribution to this fund due from each member.

Article 19 - Control

In the cases provided by Article 53 § 5 of the Act, the board of directors will entrust the financial control of the organisation to one or more auditors of his choice.

SECTION 3 - CHANGES AND DISSOLUTION

Article 20

Without damage to the law, any proposition to alter the statutes or the dissolution of the organisation must come from the board or at least two-thirds (2 / 3) members of the organisation. The Board of Directors must inform the members of the organisation at least three (3) months before the date of the General Assembly to approve the aforementioned proposition. The general meeting can duly deliberate only if it call together two-thirds of the members having voting rights present or represented of the organisation. No decision will be accepted if it is not approved by a majority of two thirds of the votes. However, if the General Assembly does not join together two-thirds of the members of the organisation, a new general meeting will be convened under the same conditions as above, which will take definitive decisions on the proposition in question, by the same two-thirds vote majority, regardless of the number of members present or represented. Decisions relating to essential elements such as the powers, mode of convocation and decision method of general management body of direction, as well as the conditions under which the resolutions are brought to the attention of members, and change conditions of the statutes, the dissolution, the liquidation, and the destination of the assets of the organisation, will be recorded by deed filed in the record kept at the “greffe du Tribunal de Commerce” and published in the “Moniteur belge”.

In addition and in accordance with Article 50, paragraph 3 of the Act, resolutions of amendments of the goal(s) of the organisation will not take effect until approval by the King also published in the “Moniteur belge”. Other decisions to amend statutory notices should not be given for acceptance by the Belgian Minister of Justice or his delegate.

Article 21: Liquidation and asset allocation

In the event of voluntary or legal dissolution, the General Assembly will appoint a liquidator and determine the method of liquidation of the organisation. Any net assets after liquidation will be allocated to a non-profit legal person under private law, international or not, pursuing the realization of a goal similar to the organisation or at least a selfless purpose.

GENERAL PROVISIONS

Article 22: Election of domicile

For the execution hereof statutes, any full member or member, director and liquidator, residing abroad, does elect domicile at the organisation headquarters where any notification may be given to him duly.

Article 23: Common right

For anything that is not provided for hereof statutes, it is referred to the law and the contrary clauses with the imperative provisions are supposed not written.

Article 24: Jurisdiction

For any litigation between the organisation, its members, shareholders, bondholders, directors, auditors and liquidators relating to the affairs of the organisation and the execution of hereof statutes, exclusive jurisdiction is allocated to the courts of the organisation headquarters, unless the organisation expressly waives.





YEU has received funding from the European Union’s Horizon 2020 research and innovation programme under grant agreement No 727066