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Statutes for the EDA
English Working Version 6th of September 2014
TITLE, REGISTERED OFFICE, OBJECTS
An international association has been founded called “EUROPEAN DYSLEXIA ASSOCIATION - International Organisation for Specific Learning Disabilities”.
This international association which has a scientific and educational purpose is governed by the law of June 27, 1921 on non-profit-making associations, as modified in particular by the law of May 2, 2002.
The registered office is at present located in Chaussee de Tubize, 135 in B-1140 Braine le Chateau. The location of the registered office may be transferred anywhere else in Belgium by Board decision, published within a month of such decision in the Belgium Official Gazette (Moniteur belge).
The organisation can have subsidiaries in all Member States of the European Union.
This is a non-profit organisation and does not seek to get any material advantage for its members.
The objectives are:
- to promote and develop specific support for children, adolescents and adults with dyslexia, dysorthography, dysgraphia and dyscalculia and to assist educational, social, vocational and cultural integration.
- to promote all action with the co-operation of parents, teachers and other professionals and experts from a pluralist and multi-purpose point of view, for persons with specific learning disabilities, among which are difficulties in the domain of reading, spelling, writing and calculating.
- to publish news and to exchange publications between member associations.
- to promote any research in aetiology, prevention, diagnosis and therapies to be applied.
- to analyse and to carry out a comparative study of services provided by European countries and systems governing the schooling of children with specific learning disabilities in those countries.
- to co-operate on a worldwide scale with other organisations with the same objectives.
To achieve these goals, the association carries out in particular the following activities:
- to organize seminars, conferences and conventions; to publish information brochures and to collect funding.
II. MEMBERS, NOMINATIONS, ADMISSIONS
The association is composed of:
- Legal entities, associations of parents of children with specific learning disabilities in the domain of reading, spelling, writing and calculating, or associations of adults affected by the same difficulties.
- Other legal entities and corporate bodies having educational or scientific motivation, recognised in the domain of specific disabilities.
The corporate bodies have to be legally constituted according to their own national laws and customs.
The members have to agree on and to accept only scientifically based methods of intervention and education for people with dyslexia.
The members of the association are Effective and Adherent members.
There must be a minimum of 3 Effective member associations.
The application for Effective or Adherent membership must be addressed in writing to the President or to the Board of Directors.
Effective members are:
Founder member associations
Associate members who have applied for admission. Their admission must be agreed by the Board of Directors and ratified by the Assembly.
Adherent members are:
- Corporate bodies, whose candidature has been approved by the Board of Directors.
Effective members are entitled to speak and vote. The Adherent members are present in an advisory capacity and have the right to speak.
The Effective and Adherent members have to pay a subscription. Members can be excluded, if they fail to pay their subscription.
Membership may be terminated by resignation, dissolution, exclusion for serious offences, by decision of the Board of Directors after hearing the member concerned. This decision has to be ratified by a resolution passed by the General Assembly by a majority of two-thirds of the number of votes cast by Effective members present.
Any member leaving the association for any reason has no right to the registered capital.
III. GENERAL ASSEMBLY
The General Assembly shall be ultimately responsible for the realisation of the Association’s objectives. The General Assembly shall be composed of all Effective members (the Adherent members can attend the General Assembly by invitation in an advisory capacity).
The General Assembly decides the trend and policy of the association according to the Board’s reports.
The General Assembly shall be particularly responsible for:
Approving the budgets and accounts
Electing and dismissing Board members
Amending statutes and the dissolution of the Association
Acquiring and transferring properties and subscribing
The ordinary General Assembly shall meet ipso jure at least every year at the appointed place specified in the convening notice.
The Chairperson or in his absence a Vice-Chairperson shall convene the General Assembly meeting. At least three months notice in writing shall be given of the General Assembly meeting by postal service or electronically. The convening notice shall specify the agenda.
The Chairperson or in his absence a Vice-Chairperson shall convene an extraordinary General meeting if so requested by the Board of Director’s decision or by 25% of the Effective members.
The General Assembly shall be deemed to be validly constituted if the minimum of 3 effective members are present.
The Effective Members can be represented by proxy.
Each Effective association member shall be entitled to speak and vote.
Each Adherent association member shall be entitled to speak.
At an ordinary General Assembly, half of the votes plus one of the votes cast by the Effective associations present or by proxy shall suffice for the passing of resolutions.
The approved resolutions shall be brought to all members’ knowledge by postal service or electronically.
The Assembly shall give a valid decision only on items included in the agenda.
A two-thirds majority of the number of votes cast by present Effective members shall be required for adoption of a resolution at an extraordinary General Assembly.
The voted resolutions of the ordinary or extraordinary Assembly are posted into the register, signed by the Secretary and kept by the Chairperson who shall keep it at the members’ disposal, but without displacing the register.
Any proposal referring to amendment of the Statutes or to the dissolution of the association shall emanate from the Board or at least from two-thirds of the Effective member associations.
The Board shall notify members of the proposal and the date of the General Assembly at least three months in advance.
Two-thirds of the Effective members have to vote in favour of the proposal to be accepted.
However, if this general meeting does not bring together the requisite quorum, a new general meeting will be convened under the same conditions as above. This one will rule definitively and validly on the proposal in question whatever the number of Effective members present.
The amendments of the articles shall become operational after ratification by “Arrêté Royal” and after publication required by Article 51 of the law of 27th June, 1921, as modified in particular by the law of 2nd May, 2002.
The General Assembly shall fix the directions for dissolution and the conditions of liquidation of the Association. The Board members stay in office until this dissolution becomes effective.
In case of dissolution the goods of the association are to be allocated to a European association following similar aims, to be decided by the General Assembly.
The Association shall be governed by a Board of Directors consisting of at least three members of different nationalities, if possible.
Each director shall serve a term of four years.
Directors can be re-elected.
As long as the General Assembly has not proceeded with the renewal of the administrators during their mandate, these administrators continue to exercise their tasks while waiting for the decision of the General Assembly.
The responsibility of Directors is limited to the term of their office.
The Directors’ mandate shall be non-remunerative.
In the case of vacancy for a Director, it shall be possible for the Board of Directors to co-opt a Director whose co-option becomes final by next ratification at the next General Assembly.
The Board of Directors shall be elected, re-elected or dismissed by a simple majority of the General Assembly members present. Candidates must be proposed by an Effective association.
The Board of Directors shall include:
- a Chairperson
- two Vice-chairpersons
- a Secretary
- a Treasurer,
each one of these - if possible - of different nationalities.
The Board shall meet at least once a year. A notification has to be sent out by the Chairperson or by two Board Members.
A Board Meeting is obligatory when a third of the Board Members require it. The written Notice is sent by postal or electronic mail at least 15 days before the meeting. The Notice is not necessary when all the Directors agree to meet.
When a Board Member is prevented from attending a meeting of the Board of Directors, they may be replaced by another appointee. One Board Director can only replace one other Board Member.
Unless contrary to the current statutes, the board has the right to deliberate validly, irrespective of the number of Board Members present or represented Board Members present.
The Board shall do its utmost to decide unanimously. Failing this, it shall decide by majority vote of its members. In case of a tie the decision is rejected.
In case of absence from duty, the Chairperson shall be replaced by one of the Vice-Chairpersons or failing that by another Board Director.
The Board shall have full powers of management and administration, apart from those functions to be carried out by the General Assembly. The Board may delegate the Chairperson or a Director to manage the daily affairs of the Association.
The decision of delegation is made by a simple majority of the Board members, so long as half of the members are present or are represented. Daily management includes the daily affairs and the daily correspondence.
The delegated Board Director moreover is entitled to bind the association by his signature in businesses relating to that management, in particular, financial transactions with the financial institutions. Ending the functions of the delegate concerning the daily management follows the same procedure as ending the functions of a Board Director.
The minutes shall be entered in a register signed by a member of the Board and kept by the Chairperson who shall place them at the disposal of members. The Board must report annually to the members and to each General Assembly.
The Board, represented by the Chairperson or by a delegated Director shall be empowered to represent the Association as plaintiff or defendant in legal actions.
The decision of designation is made by a simple majority of the Directors, in so far as half of the Directors are present or are represented. Ending the functions of the delegated Board Director follows the same procedure as ending the functions of a Board Director.
The financial period shall be closed every year. The Board shall prepare a report for submission to the General Assembly. Such a report shall include the accounts of the last financial period and the draft budget for the following financial period.
The General Assembly shall appoint an auditor, external to the Board, from among the member associations, to examine the report before presentation to the General Assembly.
The Board of Directors may establish committees and working groups including representatives of different professions and viewpoints as advisors, to accomplish permanent or temporary missions requiring their expertise.
In the absence of a special power of attorney, any acts approved by the Board committing the association - apart from matters related to the day to day operations - shall be signed by the Chairperson or, in his absence, by a Vice-Chairperson.
The Chairperson, or in his absence another delegated member of the Board shall represent the association.
The decision of designation is made by a simple majority of the Directors, in so far as half of the members are present or represented. The Chairperson, or the person appointed to validly represent the association can sign the various certificates provided to the public authorities, and, in particular, for social matters and tax, the formalities for the documents received at the clerk's office and the publications with the Moniteur belge.
Ending the functions of the delegated Board Member follows the same procedure as ending the functions of a Board Member.
The financial resources of the association shall be provided by subscriptions from members and by funds legally transferred to it.
All that is not provided by the Statutes, for example, publications which have to be made in the Belgian Official Gazette (Moniteur belge) shall be governed by the prescriptions of the law. Provisions contrary to the Statutes shall not be written. The French text of the Statutes shall be the authentic text.
The Bye-laws voted by the constituent Assembly shall be complementary to these Statutes. In future the Bye-laws may be amended by the Board of Directors. The implementation of any change shall be ratified by the General Assembly.
So accepted at the General Assembly in Génappe/Belgium at the 11th of January 2010. Reformulated by decision of the Board of Directors at their meeting in Vienna 5th to 7th September 2014 und ratified by the General Assembly in Vienna 6th of September 2014.