I. Name, Registered Office, Status & Duration
Article 1: Name
The non-profit association bears the name “Brussels – Uzbekistan Friendship Group”.
Article 2: Registered Office
The registered office of the association is located at Avenue Louise 146, 1050 Brussels, located in the judicial district of Brussels. The registered office can be moved by decision of the governing body.
Article 3: Status
The association is a non-profit association within the meaning of the Belgian Law of 27 June 1921 on non-profit associations, and as amended by legislators.
Article 4: Duration
The association has been created for an indefinite period of time.
II. Aims and Activities
5.a) Aim & Mission
As the country continues in its journey of political, economic and social reform and modernisation, the Brussels-Uzbekistan Friendship Group sees as its main duty to accompany and support Uzbekistan on its way into the future, as it modernises and develops and to bring Uzbekistan to a larger audience beyond niche expert and policymaking circles.
The initiators of the Brussels-Uzbekistan Friendship group are fascinated by Uzbekistan, its culture and hospitality.
The Friendship Group intends to add value to the already existing initiatives linking Belgium, the EU and Uzbekistan (such as the Europe-Uzbekistan Association for Economic cooperation focusing on business ties; or the Belgium-Uzbekistan parliamentary friendship group which brings both sides closer at institutional level) by focusing primarily on bringing the EU and Uzbekistan closer in the cultural, artistic, tourism and academic domains, strengthening people-to-people linkages in the process.
5.b) Proposed Thematic Activities
o Regular analysis on key social, economic and political developments in Uzbekistan
o Information evenings for companies interested in investing in Uzbekistan
o Information evenings open to the general public and focused on tourism promotion
o Special Edition of Diplomatic World Magazine devoted to tourism in Uzbekistan
o Small concerts on occasion of the visit to Brussels of Uzbek artists
o Involvement in the annual Nawruz celebrations
o Small-scale academic conferences and webinars
o Monthly dinner or lunches with members of the Friendship Group
Article 6 – Admission requirements:
Members of the association must be able to demonstrate that they contribute extensively to the goals of the association and must submit their written application for membership to the Board of Directors.
Article 7 – Membership Structure:
The association includes three types of members, these are (1) the founding members, (2) the (joined) legal entities and (3) the (joined) physical members.
Article 8 – Membership Rights:
The founding members are exempt from membership fees
The (acceded) legal entities must pay the membership fee (maximum 100 Euros per year) and have voting rights at the annual general meeting. They have the right to attend general meetings and to be recognized as members of the association.
The (admitted) physical members must pay the membership fee (maximum 100 Euros per year) and have voting rights at the annual general meeting. They have the right to attend general meetings and to be recognized as a member of the association.
Article 9 - Membership Obligations:
All members are obliged to respect the articles of association of the association and to confirm themselves to the interest of the association.
Article 10 - End of membership:
Membership status automatically ends in any of the following circumstances:
1) Written notice by the member to the Board of Directors to terminate membership status;
2) Death of the member;
3) In case of a legal person: bankruptcy or liquidation;
4) Persistent (= for more than 6 months after payment request) non-payment of membership fees;
5) Exclusion by 2/3 majority vote in the General Assembly. In this scenario, the member concerned will have the right to defend himself / herself in the meeting of the General Assembly and the exclusion will only take effect from the date of the written notification to the member concerned.
Section 1: General Assembly
Article 11 - Composition:
The General Meeting consists of all members and is chaired by the Chairman of the Board of Directors or, in his / her absence, by the Vice-Chairman of the Board of Directors.
Each legal entity must appoint a permanent representative natural person for the purpose of representing such member in the General Assembly. The coordinates of such a natural person are communicated in writing to the Chairman of the Board of Directors.
The Chairman or, in his / her absence, the Vice-Chairman, may appoint a Secretary to verify attendance, count votes, prepare minutes and / or perform any other task.
The Board of Directors may invite or mandate persons to attend the meetings of the General Assembly as observers.
The mandate of the Board of Directors is non-remunerated.
Article 12 - Convocation:
The Ordinary General Meeting:
The Ordinary General Meeting takes place at least once a year and at the latest at the end of the second quarter of that year to approve the annual accounts. The meeting is convened on the initiative of the Chairman of the Board of Directors, who issues an invitation to all members. The notice must be in writing and in principle no later than 10 days prior to the scheduled meeting. The convening notice must include the agenda items, the date, place and time of the meeting and, where appropriate, include documents.
The Extraordinary General Meeting:
The Extraordinary General Meeting meets at the request of (1) at least 1/5 of the Effective Members and / or (2) the Board of Directors. The meeting can take place electronically (e.g. via video conferencing, teleconferences, etc.). The convening is done in the same way as for the Ordinary General Meeting
Article 13 - Presence:
Attendance Quorum: the General Assembly can only validly deliberate if at least 50% of the voting members are present or validly represented. If this quorum is not reached, a second General Meeting must be convened at least 15 days after the previous meeting. The second meeting has the same agenda and valid deliberation can be held regardless of the number of actual members present or validly represented.
Power of Attorney: Each member can give a power of attorney to another member to be represented at a meeting of the General Assembly. The proxies must be sent to the Chairman of the General Meeting and must be added to the attendance list.
Article 14 - Voting:
Unless otherwise provided in these Articles of Association or if imposed by mandatory law, decisions are taken by majority vote of the members present or validly represented:. This means that a decision is accepted if (50% + 1) of the total number of votes has been cast for acceptance. Votes from members who are present but did not vote or cast a blank vote are counted as a vote against the decision to vote.
Article 15 - Exclusive powers:
The General Assembly has the following exclusive powers:
1) Amendments to the Articles of Association;
2) Appointment and dismissal of a member of the Board of Directors;
3) Appointment and exclusion of a supervisory director and the determination of his / her remuneration;
4) Liberation of the members of the Board of Directors and the auditor;
5) Approval of budget and accounts;
6) Termination (dissolution) of the association;
7) Exclusion of a member;
8) Conversion of the association into a company with a social purpose.
The remaining authority is reserved to the board of directors. The residual power is the power to deal with any matter that is not reserved for another body.
Article 16 - Minutes:
Preparation and signature: Each meeting of the General Assembly is recorded in minutes drawn up by the Chairman or a Secretary (as appropriate). The minutes become final when they are signed by the Chairman.
Registration: Minutes must be kept in a register or in an electronically secured form.
Communication: The Chairman or a person mandated by him may send a copy of the minutes to the members.
Section 2: The Board of Directors
Article 17 - Composition and powers:
The Chairman of the Board of Directors is appointed by and from the members of that Board. He / she chairs the Board of Directors, leads and supervises day-to-day activities. If the Chairman is unable to attend, the Board of Directors may appoint a provisional Chairman.
The Board of Directors consists of at least 3 persons, appointed by the General Meeting. The directors have a renewable mandate of 3 years. The mandates are always automatically renewed for the same duration, unless decided otherwise by a General Meeting.
In principle, directorships are not remunerated, unless decided otherwise by the General Meeting.
The Board of Directors may establish working groups, appoint advisory councils, etc., which may include persons who are not themselves members of the association and do not need to be members of the Board of Directors.
Article 18 - Meetings:
The Board of Directors meets at the request of its Chairman or at the request of at least 2 directors. The meetings can be held by telephone conference, video conference or in any other form that allows for efficient debate. The call is made by letter, e-mail or other telecommunication that can be materialized in writing. Each director can be represented by another director on the basis of a written proxy.
Article 19 - Deliberation and voting:
The Board of Directors can validly deliberate if the majority of its members are present or validly represented. In principle, decisions are taken by a majority of votes. Each director can have a maximum of 2 proxies.
Article 20 - Minutes:
Each meeting is recorded in minutes drawn up by the Chairman or a Secretary (as appropriate). The minutes are kept in a special register. The Chairman or a person mandated by him / her can send a copy of the minutes to the members of the Board of Directors or to the members of the association.
Article 21- External representation and entering into contracts on behalf of the association:
The Chairman and Vice-Chairman act together to represent the association externally to third parties and to enter into contracts with third parties on behalf of the association. For both of these powers, the Chairman and Vice-Chairman may jointly also mandate the third founder member and / or another person and / or other persons. In case of legal proceedings, the association must be represented by its Chairman or by a director appointed for that purpose by the Board of Directors.
Article 22 - End of the mandate:
The mandate of a director ends:
1) When a director notifies the Board of Directors that he / she is resigning;
2) When the term of office expires;
3) When the director dies;
4) By resolution of the General Meeting
If the end of the mandate would lead to a scenario where the required minimum number of directors would no longer be reached, the end of the mandate will not take effect until the date on which the number of remaining directors meets the minimum required number of directors.
Section 3: Miscellaneous
Article 23 - Accounting:
The financial year starts in January and ends on December 31.
Each year, the Board of Directors prepares the annual accounts and the budget for the following year. These are then submitted to the General Meeting for approval within 6 months after the end of the financial year. The Board of Directors submits the accounts to the authorized entities, where required.
Article 24 - Termination / Liquidation:
Any proposal to end the association must be issued by the Board of Directors or by at least 1/3 of the members. Such a proposal can only be accepted by a 4/5 majority of votes in the General Assembly. If the association ceases to exist, it will be liquidated by no more than 3 liquidators, who must be appointed by the General Meeting or by court order. The allocation of remaining assets after liquidation will be determined by the General Meeting.
Article 25 - Amendments to the articles of association:
Any proposal to amend the articles of association must be submitted to the General Meeting and can in principle only be accepted with a 2/3 majority of votes, provided 2/3 of the effective members are present or validly represented. A 4/5 majority is required if the change relates to the association's business purposes.
Article 26 - Language:
The official version of the articles of association has been drawn up in Dutch. The Dutch text therefore takes precedence over all translations.
The working languages of the association are Dutch and English.
Article 27 - Miscellaneous:
Anything not explicitly mentioned in these articles of association is governed by the Belgian law of 27 June 1921 on non-profit associations and any subsequent amendments to that law.
A provision in these articles of association that does not or no longer complies with a provision of mandatory law will be considered invalid and cannot affect the validity of the other provisions in the articles of association.