TensiNet as International non-profit association

On the 28th April 2020 the authentic deed has been signed.

Founders Bernd Stimpfle, Roberto Canobbio & Marijke Mollaert

President Bernd Stimpfle

Secretary Marijke Mollaert

 

STATUTES*

TITLE I: LEGAL FORM - NAME - SEAT - OBJECT - DURATION

Article 1: Name and legal form

The association takes the form of an international non-profit association.

It takes the name "TensiNet Association".

Article 2. Seat

The head office is in the Flemish Region.

Article 3. Altruistic purpose and object

The association has an altruistic purpose:

Both in Belgium and abroad, in its own name and for its own account as well as for the account of third parties and in cooperation with third parties:

1) The purpose of the association is to enable its members to contribute more efficiently, within the framework of their activities:

- Providing information and advice in the field of tensioned membrane constructions;

- Providing information on research and other technical studies needed to support such advice;

- Informing on the application of research results;

- Improving the quality of tensioned membrane structures;

- Enlarging the scope of architectural applications;

- Putting scientific results into practice;

- Stimulating scientific research initiatives.

2) Stimulate and support education and training activities of its members in the field of tensioned membrane structures.

3) Supporting workshops and providing information related to events.

4) Disseminating information to members about ongoing (scientific) research.

5) Publication of newsletters and organisation of symposia.

6) Editing guidelines on the design, analysis and implementation of tensioned membrane structures.

7) Publication of reference documents, working group reports and research results. Sale of these documents via the website. Organizing TensiNet symposia.

8) Launching several working groups, each with a specific subject, and monitoring their proper functioning.

9) Maintaining their own website with project database, reference documents and research reports.

The association may carry out, in Belgium and abroad, all commercial industrial, financial, transferable and real estate transactions directly or indirectly related to its corporate purpose.

It may also have interests by way of contribution in cash or in kind, subscription, participation, a share in all existing or to be established associations or companies, financial intervention or otherwise, in Belgium or abroad, in all enterprises, associations, groups or associations that pursue a similar, analogous or related purpose, or whose purpose it is to promote the interest of the association.

It may mortgage its immovable property and pledge all its other assets, including the trade fund, it may provide sureties and guarantees for all loans, credit offerings and other commitments, with or without privilege or any other security or guarantee, both for itself and for all third parties provided that it has an interest in them.

It may exercise the function of director, manager, director or liquidator of other associations. It may act as guarantor or as collateral security for the benefit of legal persons with an identical, parallel or related object to its own or which may be of such a nature as to promote, in the broadest sense, the activities and objectives described above.

Article 4. Duration

The association was founded for an indefinite period.

TITLE II: MEMBERS

Section I: Admission

Article 5. Members

§1. The association consists of Permanent Members and Joined Members.

The number of members of the association is not limited; but cannot be fewer than three, of which at least two are Permanent Members. The founders are the first members.

§2. The Permanent Members are:

- The founders;

- Partner Members: a Partner Member decides on the policies and activities of the association. A Partner Membership receives several benefits, which are listed on the website;

- Associate Partner Members: A company or university is nominated as an Associate Partner by a simple majority of the Partners and decides on the policies and activities of the association;

§3. The Joined Members are:

- University members: a university member is a school or university represented by one or more persons;

- Firm Members: a Firm Member is a company that is represented by one or more persons. A firm membership receives several benefits, which are listed on the website.

- Individual members: an individual member is the membership of an individual person.

§4. Members only have the rights and obligations set out in these statutes.

Article 6. Authorisation procedure

§1. Admission as a Permanent Member

In order to be admitted as a Permanent Member, the person representing the companywho meets the conditions set out in the previous article must obtain the approval of the Board of Directors and pay their membership fee.

To this end, the candidate must submit a motivated request to the Board of Directors, by e-mail to the e-mail address of the association, indicating their name, first names and place of residence.

The requests will be put on the agenda of the next Board of Directors.

Within fifteen days after the Board of Directors has met and taken a decision, the Board of Directors shall notify the candidate of the answer to their request by ordinary letter or by e-mail to the e-mail address of the candidate member.

The Board of Directors may refuse the request, subject to justification. Refusal of approval shall not be subject to appeal to the courts.

§2. Admission as a Joined Member

In order to be admitted as a Joined Member, the person who meets the conditions set out in the previous article must obtain the approval of the Board of Directors and pay his/her membership fee.

To this end, the candidate must submit a motivated request to the Board of Directors, by e-mail to the e-mail address of the association, indicating their name, first names and place of residence.

Applications for membership will be sent by e-mail to the members of the Board of Directors for approval: a simple majority is sufficient to admit the member.

Within fifteen days after the decision of the Board of Directors, the Board of Directors will notify the candidate of the answer to his or her request by ordinary letter or by e-mail at the e-mail address of the candidate member's company.

The Board of Directors may refuse the request, subject to justification. Refusal of approval shall not be subject to appeal to the courts.

Section II: Withdrawal and exclusion

Article 7. Withdrawal

§1. Each member of the association is free to resign at any time.

This resignation must be addressed to the Board of Directors by ordinary letter at the registered office of the company or by e-mail at the e-mail address of the association.

§2. In the event of the death, bankruptcy, apparent insolvency, liquidation or incapacity of a member, this member shall be deemed to resign by operation of law at that time.

§3. A resigning member has no claim on the property of the association and cannot claim back his contribution and his paid contributions;

§4. A retiring member may not demand or ask for any overview, account, stamp or inventory.

Article 8. Exclusion

§1. The association may, at the proposal of the Board of Directors, exclude a member without having to justify its decision.

§2. Only the General Assembly is authorized to pronounce an exclusion. The exclusion must be indicated in the notice convening the meeting.

The proposal of exclusion shall be communicated to the member concerned by e-mail at the e-mail address communicated by him to the association at least eight calendar days before the date of the General Assembly.

§3. The member whose exclusion is requested must be heard at the General Assembly.

They also have the possibility to express their remarks in writing and according to the same procedures in advance to the General Assembly, after the proposal of their exclusion has been communicated to them.

§4. Exclusion may only be pronounced by the General Meeting in accordance with the presence and majority requirements laid down for an amendment to the Articles of Association.

§5. The Board of Directors communicates the exclusion decision to the member concerned within fifteen days by e-mail to the e-mail address communicated by the member to the company.

§6. An excluded member is not entitled to any possession of the association and cannot claim back his contribution and his paid contributions;

§7. An excluded member cannot demand or ask for any overview, account, stamp or inventory.

Article 9. Member contributions

The Permanent and Joined Members pay an annual fee that covers a membership from 1 January to 31 December.

The Permanent and Joined Members pay an annual contribution, the amount of which may vary per category of member as stipulated in Article 5 of the Articles of Association. The amounts of this contribution are determined by the General Meeting.

They provide the association with the active contribution of their capacities and dedication.

TITLE III. GOVERNANCE - CONTROL

Article 10. Composition of the Board of Directors

The association is governed by a board composed of at least the minimum number of members prescribed by law and a maximum of seven members.

The directors are appointed for the duration determined by the General Meeting or, in the absence of specification, for two years.

If no candidate obtains a majority of votes in favour of an appointment, a new vote is held between the (two) candidates who obtained the most votes.

In the event of a tie in the re-ballot, the oldest candidate is elected.

The General Meeting may terminate the mandate of any director with immediate effect at any time and without giving reasons.

Retiring directors are eligible for reappointment. The mandate of outgoing directors who have not been reappointed shall end immediately after the General Meeting that has deliberated on the re-election.

Each member of the Board of Directors may resign by mere notification to the Board of Directors. They may themselves take the necessary steps to oppose the termination of their term of office to third parties.

Following their resignation, a director is obliged to continue to perform their duties until they have been replaced within a reasonable period of time.

If a director's seat becomes vacant before the end of his or her term of office, only the General Meeting is entitled to appoint a new director.

Article 11. Chair of the Board of Directors

The founding directors are members of the Board of Directors.

The Permanent Members elect a chair from among their number as well as three to four vice-chairs, each for a period of two years.

The Board of Directors may renew the founding directors in their function and appoint a treasurer and a secretary.

If the chair is unable to attend, they shall be replaced by a vice-chair or, in the absence of a vice-chair, by another director appointed by his/her colleagues or, in the absence of agreement, by the oldest director present.

Article 12. Convening the Board of Directors

The Board of Directors is convened by the chair or, if they are prevented from attending, by a vice-chair or secretary or, in the absence of vice-chair and secretary or if they are prevented from attending, by another director appointed by his/her colleagues.

The meeting shall be convened in writing (by e-mail or ordinary mail) at the latest ten days prior to the meeting, except in case of urgency. The meeting is convened in writing (by e-mail or ordinary mail) at the latest ten days before the meeting, except in the case of an urgent matter, in which case the nature of the urgency and the reasons for it shall be stated in the notice of the meeting or in the minutes of the meeting.

The meeting shall be held in the place indicated in the notice convening the meeting.

Article 13. Decision-making by the Board of Directors

The Board of Directors, only, can deliberate and validly decide if the majority of its members are present or represented.

Each director may grant power of attorney to one of his/her colleagues to represent them at a given Board of Directors and to vote in their place. This power of attorney must be in writing. The principal is then deemed to be present.

A director may also, provided half of the members of the Board of Directors are present in person, express their opinion in writing and cast their vote in writing.

The Board of Directors may only validly deliberate and decide on matters not on the agenda if all members are present at the meeting and agree to it.

This consent shall be deemed to have been given when the minutes show that no objections were raised.

Resolutions of the Board of Directors are adopted by majority vote.

In the event of a tie, the person chairing the meeting has the casting vote. However, if the association has only two directors, the vote of the person chairing the Board of Directors shall lose its decisive character until the Board of Directors is again composed of at least three members.

Article 14. Minutes of the Board of Directors

The decisions of the Board of Directors are reflected in the minutes, which are posted on the website by the chair of the meeting or his/her delegated colleague. The minutes are kept digitally in a special register. The power of attorneys as well as advice and votes cast in writing are attached to them.

All copies and extracts of the minutes shall be approved at the next General Meeting.

Article 15. Powers of the Board of Directors

§1. The Board of Directors shall be authorised to perform all acts necessary or useful for the realisation of the object and purpose of the association, with the exception of those for which, according to the law or these articles of association, only the General Meeting is authorised.

However, the Board of Directors must obtain the prior approval of the General Meeting for any deed of sale or mortgage on immovable property of the association, for participation in the incorporation of or contribution to a company, for any legal act binding the association for an amount of more than ten thousand euros.

§2. The Board of Directors represents the association, including representation in court.

Without prejudice to the general power of representation of the Board of Directors as a body, all deeds binding the association, both judicially and extrajudicially, are valid when signed by the chair of the Board of Directors and a director acting jointly. They do not have to prove their powers to third parties.

Article 16. Remuneration of the directors

The General Meeting decides whether or not to exercise the directorship free of charge.

If the director's mandate is remunerated, the General Meeting determines, by an absolute majority of votes, the amount of this fixed or proportional remuneration. This is charged to general expenses, apart from any representation, travel and travel expenses.

Article 17. Daily management

The Board of Directors may delegate the day-to-day management, as well as the representation of the association with regard to that management, to one or more persons, who may or may not be members of the Board of Directors.

The Board of Directors shall decide whether they act alone or jointly or as a body.

The daily management includes actions and decisions that do not exceed the needs of the daily life of the association, as well as actions and decisions that, either because of their lesser importance or because of their urgency, do not justify the intervention of the Board of Directors.

The delegates for the day-to-day management may, within the framework of this management, grant special powers of attorney to each trustee.

The Board of Directors shall determine any allocations and remuneration for the persons delegated to day-to-day management. It may dismiss them at any time.

Article 18. Control of the association

When required by law and within the legal limits, the supervision of associations is entrusted to one or more auditors, appointed for a renewable term of three years.

TITLE IV. GENERAL MEETING

Article 19. Composition

The General Meeting consists of all members.

Article 20. Powers

The General Meeting exercises the powers conferred on it by law and by these Articles of Association.

This includes the following exclusive powers, which can only be exercised by the General Meeting:

1° the amendment of the articles of association;

2° the appointment and dismissal of the directors and the determination of their remuneration if a remuneration is granted;

3° the appointment and dismissal of the auditor and the determination of their remuneration;

4° the discharge of the directors and the statutory auditor, as well as, where appropriate, instituting the association's action against the directors and the statutory auditor;

5° the approval of the annual accounts and the budget;

6° the dissolution of the association;

7° the exclusion of a member;

8° the conversion of the international non-profit association into a non-profit association, a cooperative company recognised as a social enterprise or into a recognised cooperative company recognised as a social enterprise;

9° to make or accept a contribution for no consideration of a general nature;

10° all other cases in which the law or these articles of association so require.

Article 21. Organisation and convocation

Each year an ordinary General Meeting is held at a place to be agreed by the Board of Directors, on the first Friday of June at 12 noon. If the above date falls on a legal holiday, the General Meeting is postponed until the next working day.

The Board of Directors and, where applicable, the statutory auditor, must convene the General Meeting in the cases provided for by the law and these articles of association and whenever the interests of the association so require or when at least one fifth of the members so request. In the latter case, the members will indicate the items on the agenda in their request. The Board of Directors or, as the case may be, the Statutory Auditor, shall convene the General Meeting twenty-one days after the request to convene the meeting and the General Meeting shall be held no later than the fortieth day after this request.

Notices convening a General Meeting shall include the agenda.

They shall be sent by e-mail at least fifteen days before the General Meeting to the members, to the directors and, where applicable, to the auditors.

A copy of the documents required by law to be submitted to the General Meeting shall be sent immediately and free of charge to the members, the directors and, where applicable, the auditors who so request.

Any person may waive the convening notice and shall in any case be considered as having been regularly convened if they are present or represented at the meeting.

Article 22. Admission to the General Assembly

In order to be admitted to the General Assembly, a member must be registered as such in the register of members.

When the General Meeting deliberates based on a report drawn up by the auditor, they participate in the meeting.

Article 23. Sessions

The General Meeting is chaired by the chair of the Board of Directors, or in their absence by a vice-chair or, failing that, by the oldest director present. If no director is present, the General Assembly shall be chaired by the oldest member present.

The chair shall appoint a secretary.

Article 24. Deliberations

§ 1. Only the Permanent Members have voting rights at the General Meeting. All Permanent Members have equal voting rights at the General Assembly, and each has one vote.

§ 2. Each member may give another member a written proxy to be represented at the General Assembly and to vote in their place.

§ 3. All General Meetings may only decide on the proposals included in the agenda, except if all persons to be convoked are present or represented and, in the latter case, provided that the proxies expressly mention this.

§ 4. Except in the cases provided for by the law or these statutes, decisions are taken by majority vote, regardless of the number of members present or represented at the General Meeting.

Article 25. Minutes

§ 1. The minutes of the decisions of the General Assembly shall be published and kept on the website of the association. They are signed by the Chair of the General Assembly and the secretary, as well as by the members present and asking for them.

The register of minutes is kept online and all members have online access to these minutes.

Copies for third parties are signed by one or more authorised members of the Board of Directors.

TITLE VI. FINANCING - FINANCIAL YEAR - INTERNAL REGULATIONS

Article 26. Financing

The association is financed by annual membership fees, as well as any gifts, bequests and income from its activities.

Article 27. Financial year

The association's financial year commences on the first of January and ends on the thirty-first of December of each year.

On the latter date, the association's accounts are closed, and the Board of Directors draws up the annual accounts in accordance with the applicable legal provisions. The Board of Directors also draws up a budget proposal for the next financial year.

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

Article 28. Internal regulations

Internal regulations may be drawn up by the Board of Directors and submitted to the General Meeting for approval. Amendments to these internal regulations may be made by the General Meeting deciding by a simple majority of the members present or represented.

TITLE VII. DISSOLUTION - LIQUIDATION

Article 29. Dissolution

The association may be dissolved at any time by a decision of the General Assembly taken under the same conditions as for the modification of the object or the disinterested purpose of the association. In doing so, the reporting obligations applicable in accordance with the law, where applicable, shall be observed.

Article 30. Liquidators

In the event of the dissolution of the association, for whatever reason and at whatever time, the directors shall be appointed as liquidators by virtue of these articles of association if no other liquidator would have been appointed, without prejudice to the right of the General Meeting to appoint one or more liquidators, to delineate their powers and to determine their remuneration.

Article 31. Allocation of net assets

In the event of dissolution and liquidation, the Extraordinary General Meeting decides on the allocation of the association's assets, which must in any case be used for an altruistic purpose in the same field in which the association operates.

This use shall be made after settlement of all debts, charges and costs of the liquidation or consignment of the necessary sums to pay them.

TITLE VIII. GENERAL MEASURES

Article 32. Choice of residence

For the execution of these articles of association, each member, director, commissioner or liquidator living abroad elects domicile at the registered office where all communications, summonses, writs of summons and service can be validly made to him if he has not chosen another domicile in Belgium for all relations with the association.

Article 33. Jurisdiction

For any dispute concerning the affairs of the association and the execution of these articles of association, between the association, its members, directors, auditors and liquidators, an exclusive jurisdiction shall be granted to the court in whose jurisdiction the registered office is located, unless the association expressly waives it.

Article 34. Municipal law

The provisions of the Companies and Associations Code, from which there would be no valid derogation, are deemed to be recorded in the present deed, and clauses contrary to the mandatory provisions of the Code are deemed not to have been written.

* This English version is a translation. If there is any doubt or conflict the intention of the original statutes in Dutch applies.