Status

Article 15. Powers of the General Assembly

The following exclusive powers are exercised exclusively by the General Meeting:

The amendment of the Articles of association

The appointment and removal of directors and the determination of their remuneration, if any

The appointment and removal of the supervisory directors and the determination of their remuneration, if any

The discharge to the directors and the statutory auditors, as well as, where appropriate, the filing of the association's claim against the directors and the statutory auditors

The approval of the annual accounts and the budget

The dissolution of the association

The exclusion of a member

The conversion of the non-profit association into an IVZW, a cooperative company recognized as a social enterprise or into a recognized cooperative company social enterprise

To make or accept a 'free input' of a generality

All cases in which these articles of association provide so.

Article 16. Meetings of the General Assembly

the General Assembly must be convened at least once a year within six months of the closing of the financial year and furthermore as often as the interests of the association so require.

The Board can convene a General Meeting whenever it deems it necessary, in the cases determined by law or the articles of association or when at least 1/5 of the members so request.

in the latter case, the General Assembly shall be convened within twenty-one days of the request to convene and the General Assembly shall be held no later than the fortieth day after such request.

Article 17. Invitation and agenda of the General Assembly

The invitation is sent at least 15 days prior to the date of the General Meeting to all members, directors and supervisory directors by e-mail at the address that the member has most recently provided.

The invitation contains the date, time and place of the General Meeting, as well as a draft agenda.

A copy of the documents to be submitted to the General Meeting pursuant to the CAC will be sent immediately and free of charge to the members, directors and auditors who so request.

Each proposal signed by at least 1/20 of the members is placed on the agenda. It must be submitted to the Board no later than 7 days before the date of the General Meeting.

Article 18. Quorum for attendance at the General Assembly

the General Meeting can validly deliberate regardless of the number of members present or represented, unless otherwise determined by the CAC or these articles of association.

At the following decision, at least 2/3 of the members must be present or represented:

Amendment to the articles of association

if fewer than the minimum required number of members are present or represented at the first meeting, a second meeting may be convened. It can validly deliberate and decide and adopt the amendments regardless of the number of members present or represented. the second meeting may not be held within 15 days of the first meeting.nnot be held within 15 days of the first meeting.

Article 19. Conduct of the General Assembly

The directors answer questions that are put to them by the members, before or during the meeting, orally or in writing, and that are related to the agenda items. they may, in the interest of the association, refuse to answer questions if the communication of certain data or facts could cause damage to the association or conflict with the confidentiality clauses entered into by the association.

Where appropriate, the statutory auditor answers questions put to him by the members, either verbally or in writing, before or during the meeting, which relate to the items on the agenda on which he reports. he may, in the interest of the association, refuse to answer questions if the communication of certain information or facts could cause damage to the association or is contrary to his professional secrecy or to confidentiality clauses entered into by the association. he has the right to speak at the General Meeting in connection with the performance of his duties.

The directors and the statutory auditor can group their answers to different questions on the same subject.

Article 20. Voting at the general meeting

At the General Assembly each member has one vote.

Members unable to attend the meeting may be represented by other members. Each member can hold a maximum of 1 proxy.

Decisions are taken by a simple majority of the votes of the members present or represented, except where the CCA or the articles of association provide otherwise.

In case of equality of votes, the vote of the Chairman will be decisive.

The following decisions require a majority of 2/3 of the members present or represented, abstentions being neither counted in the numerator nor in the denominator:

The exclusion of a member

Amendment to the articles of association

However, if the amendment of the Articles of Association relates to the object or the disinterested purpose of the association, it is only adopted if it has obtained 4/5 of the votes cast, whereby abstentions are not included in either the numerator or the denominator.

The vote may be by calling, by show of hands or, at the request of 2/3 of the members present or represented, by secret ballot.

Article 21. Report of the General Assembly

A report is made of the decisions of the General Meeting, which is kept at the registered office of the non-profit association.

Each member has the right to inspect this report. in addition, the members are informed of the decisions of the General Assembly by sending a copy of the original reports of the general meetings.

Third parties have no right to inspect the reports of the General Meeting.

Article 22. composition of the Governing Body

The non-profit association is managed by a Board, composed of at least 3 directors, who may or may not be members of the non-profit association.

The directors are appointed by the General Meeting, by a simple majority of votes of the members present or represented for an indefinite period. Directors are not eligible for reappointment.

The directors exercise their mandate free of charge. the costs they incur in the exercise of their directorship are reimbursed on presentation of the necessary supporting documents.

Article 23. Co-optation of directors

If a director's position becomes vacant before the end of his mandate, the remaining directors have the right to co-opt a new director.

The next General Meeting must confirm the mandate of the co-opted director. upon confirmation, the co-opted director will fulfill the mandate of his predecessor, unless the General Meeting decides otherwise. in the absence of confirmation, the mandate of the co-opted director ends at the end of the General Meeting, without prejudice to the regularity of the composition of the board of directors up to that time.

Article 24. Powers of the Board

The Board is authorized to perform all acts of internal management that are necessary or useful for the realization of the object of the non-profit association, with the exception of acts for which the General Meeting is exclusively competent according to the law or according to these articles of association.

Without prejudice to the obligations arising from collegial management, in particular consultation and supervision, the directors may divide the management duties among themselves. This division of labor cannot be invoked against third parties, even after they have been made public. non-compliance does, however, endanger the internal liability of the director(s) involved.

The Board may delegate part of its management powers to one or more third party non-directors, but this transfer may not relate to the general policy of the non-profit association or the general management power of the Board.

For all extraordinary acts, the board must convene the General Meeting for a binding advice on this matter.

There are no internal regulations.

Article 25. External representative power of the Board

As a board, the Board represents the non-profit association in all actions in and out of court. He represents the non-profit association through the majority of its members.

Without prejudice to the general powers of representation of the Board as a board, the non-profit association is also represented in and out of court by one director.

The representative bodies cannot carry out legal acts related to the representation of the non-profit association in the purchase or sale of immovable property belonging to the non-profit organization and/or the establishment of a mortgage without the consent of the General Meeting. these limitations of jurisdiction cannot be enforced against third parties, even after they have been made public. Non-compliance does, however, endanger the internal liability of the representatives concerned.

The board or the directors representing the non-profit association can appoint proxies of the non-profit association. Only special and limited powers of attorney for certain or a series of certain legal acts are permitted. the authorized representatives commit the non-profit association within the limits of the power of attorney granted to them, the limits of which are enforceable against third parties in accordance with what applies with regard to mandates.

Article 26. Board meeting

The Board meets at least once every three months, at the request of the chairman or at the request of two directors and can validly deliberate and decide in the presence of at least two thirds of the directors. Decisions are taken by simple majority of votes. in case of equality of votes, the vote of the chairman will be decisive.

The written notice states: date, time and place of the meeting, as well as the agenda.

Article 27. Report of the Board

A report is made of the decisions of the Board, which is kept at the registered office of the non-profit association.

Each director and each member has the right to inspect the reports.

The reports of the Board meetings are signed by the chairman and the directors who so request.

Article 28. Conflict of interest

when the Board has to make a decision or pronounce on a transaction that falls within its competence, in which a director has a direct or indirect interest of a proprietary nature that conflicts with the interest of the association, the person concerned mustdirector communicate this to the other directors before the board takes a decision.his statement and explanation about the nature of this conflict of interest are included in the report of the meeting of the administrative body that has to take the decision. The Board is not allowed to delegate this decision.

The director with a conflict of interest may not participate in the deliberations of the Board on these decisions or transactions, nor in the voting in that regard. if the majority of the directors present or represented has a conflict of interest, the decision or transaction is submitted to the General Meeting; if the General Meeting approves the decision or the transaction, the Board can carry it out.

This procedure does not apply when the decisions of the Directors relate to customary transactions that take place under the conditions and against the securities usually applicable in the market for similar transactions.

Article 29. End of directorship by operation of law and by resignation

When the term of a director's mandate has expired, the mandate ends automatically at the next general meeting.

In addition, a director is deemed to resign if he/she no longer meets the substantive conditions to become a director of the non-profit association, as stipulated in the articles of association. It is adopted by the General Meeting.

Any director may resign by written notice to the chairman of the Board.

When a director resigns, he must remain in office until the General Meeting can reasonably provide for his replacement.

The mandate of a director ends by operation of law upon the death of this director.

Article 30. Resignation of directors

A director's mandate may be terminated at any time by the General Meeting with a simple majority of the votes present and represented.

Article 31. Composition of the Executive Board

The day-to-day management includes actions and decisions that do not go beyond the needs of the daily life of the association, as well as actions and decisions that, either because of their minor importance or because of their urgency , thedo not justify the intervention of the Board.The Board may entrust the day-to-day management of the association, as well as the representation of the association with regard to that management, to one or more persons.

If several persons are involved, these persons will act as a committee, both with regard to the internal daily management and the external representative power for that daily management.

The persons charged with day-to-day management cannot take decisions and/or perform legal acts related to the representation of the non-profit association in the context of day-to-day management in transactions exceeding 1000 euros without the approval of the Board. these cannot be enforced against third parties, even after they have been made public. Non-compliance does, however, endanger the internal liability of the representatives concerned.

The Board is charged with supervising the day-to-day management.

Article 32. Liability of directors

The directors and executive directors (and all other persons who have had actual management powers with regard to the non-profit association) are liable to the non-profit organization for errors committed in the performance of their duties. this also applies to third parties insofar as the error committed is a non-contractual error.however, these persons are only liable for decisions, deeds or conduct that are apparently outside the margin within which normally prudent and diligent directors, placed in the same circumstances, can reasonably disagree.

Since the governing body constitutes a college, their liability for the decisions or omissions of this college is jointly and severally.

However, with regard to errors in which they have not participated, they are released from liability if they have reported the alleged error to the collegiate governing body. This notification, as well as the discussion to which it gives rise, is recorded in the minutes.

This liability, together with any other liability for damages arising from the CAC or other laws or regulations, is limited to the provisions in art. amounts withdrawn at 2:57 of the CAC.

Article 33. Financial year

The non-profit association's financial year starts on 01/01 and ends on 31/12.

Article 34. Accountancy

The accounts are kept in accordance with the provisions of the CAC and the relevant implementing decrees.

The Board submits the annual accounts of the previous financial year and the budget to the annual General Meeting for approval.

After the Board rendered account for the policy in the previous year, the General Meeting pronounces on the discharge of the directors. This is done by separate vote. this discharge is only legally valid if the true state of the association is not hidden by any omission or incorrect statement in the annual accounts and, with regard to extra-statutory or with the CAC, when these are specifically indicated in the convocationThe annual accounts are filed with the registry of the Commercial Court within thirty days of approval by the General Meeting. where applicable, the annual accounts are also filed with the National Bank in accordance with the CAC and the relevant implementing decrees.

Article 35. Supervision by a supervisory director

As long as the non-profit association does not exceed more than one criteria of 'small non-profit organisation' as described in art.1:28 §1 CCA for the last closed financial year, the non-profit association is not obliged to appoint a supervisory director.

As soon as the non-profit association exceeds more than one of the criteria, it must charge one or more auditors with the control of the financial situation, of the

Annual accounts and of the regularity in the light of the law and of the articles of association and of the transactions to be recorded in the annual accounts.

The statutory auditor is appointed by the General Meeting from among the members of the Institute of Company Auditors for a term of 1 year. the General Meeting also determines the remuneration of the statutory auditor and also pronounces on the discharge of the statutory auditor.

Article 36. Voluntary dissolution of the non-profit association

The non-profit association can be dissolved at any time by the General Assembly.

The General Meeting is convened to discuss proposals regarding the dissolution of the non-profit association, submitted by the Board or by at least 1/5 of all members.

In order to validly deliberate and decide on the dissolution of the non-profit association, at least 2/3 of the members must be present or represented at the General Assembly. the decision to dissolve must be taken by a special majority of at least 4/5 of the votes present or represented.

In the non-profit associations that are required to appoint one or more supervisory directors, the proposal for dissolution is explained in a report drawn up by the management body, which is stated in the agenda of the General Meeting that has to pronounce on the dissolution. a statement of assets is attached to that report, cf. art. 2.110§2 CAC. If one of these two reports is missing, the decision of the General Assembly is null and void.

If the proposal for dissolution is approved, the General Meeting will appoint 2 liquidator(s), whose mandate it will specify.

From the decision to dissolve, the non-profit association always states that it is "non-profit organization in liquidation" in accordance with the CAC.

A non-profit organization in liquidation may not change its name and only under the conditions stipulated in art. 2:117 CAC moves its seat.

Article 37. Destination of the assets of the non-profit association after dissolution

In the event of dissolution and liquidation, the General Meeting or the liquidator(s) decides on the allocation of the assets of the non-profit association. In any case, it will be allocated to an association or foundation with a similar disinterested goal.

Article 38. Disclosure Requirements

All decisions regarding the dissolution, the liquidation conditions, the appointment and the termination of office of the liquidators, the closing of the liquidation and the destination of the asset are filed in the association file at the registry of the Commercial Court, and publishedin the Appendices to the Belgian Official Gazette in accordance with the CAC and its implementing decreesArticle

Article 39. Disclosure Requirements

The appointment and termination of office of the members of the Board, the persons charged with the day-to-day management are made public by filing them in the association file at the registry of the Commercial Court and publishing an extract in the Appendices to the Belgian Official Gazette. these documents must in any event show the extent of their powers and whether the persons representing the non-profit association bind the non-profit association individually, jointly or as a board.

Article 40. Conclusion

For all cases not regulated by these articles of association, the provisions of the Code of Companies and Associations ('CCA') and the (future) implementing decrees apply.