CPTI Articles of Association
International non-profit association Conscience and Peace Tax International
3010 Leuven, Belgium
Identification number: 15075/96 Enterprise Number: 458.226.911
ARTICLES OF ASSOCIATION
(Amended July 2004)
Name and headquarters
‘Conscience and Peace Tax International’, hereafter referred to as ‘the association’, has been constituted and incorporated as an International non-profit Association in accordance with the Belgian law of October 25, 1919 and by Royal Decree of March 20, 1996. The association now falls under title III of the Belgian law of June 27, 1921 about the non-profit associations, international associations and foundations, as revised by the law of May 2, 2002 (articles 46 through 57). The abbreviation ‘CPTI’ may also be used.
The association has its social seat in Belgium, currently at 3010 Leuven, Bruineveld 11. It may be transferred to any other location in Belgium by simple decision of the Board, to be communicated within the month to the Federal Government Department of Justice and to be published in the Bijlagen tot het Belgisch Staatsblad.
The association has no lucrative purpose and its aim is to obtain recognition of the right to conscientious objection to paying for armaments and war preparation and war conduct through taxes. The pursuit of that recognition will take place by means that conform to Belgian and international law.
The association may also support the struggle of conscientious objectors and the struggle for the recognition of other conscientious objections and of human rights generally.
In furtherance of these objects the association lobbies international organizations in order to obtain and/or improve legal and other instruments. The instruments can be national and international legislation, conventions, resolutions, directives, declarations, etc.
The association shall publicize efforts to obtain recognition of the afore-said right and shall spread information about this right.
The association facilitates coordination of similar activities of national movements at the international level.
The association may also, as a secondary activity, pursue certain economic activities, provided the proceeds are employed exclusively for the objects of the association.
The association is open to members of all nationalities. The members are physical persons or legal entities, legally constituted in accordance with the laws of their country of origin. The names of the members are kept in a register by the secretary at the social seat of the association.
New members should subscribe in writing to the objects of the association. The admittance of new members is subject to the approval of the Board.
A member may always resign by notifying the Board in writing.
The board has the right to suspend a member. Due reasons for suspension must be given. Non-payment of membership fees (if applicable) and non-presence or non-representation at General Assemblies may be construed by the Board as a reason for suspension. The board must notify the member in writing about the reasons for suspension. The member has the right to appeal to the next General Assembly. Exclusion of a member can only be effected by decision of the General Assembly with a two third majority of the members present or represented, and after the member concerned has been given the opportunity to defend him/herself. The exclusion of the board member must be published in the Bijlagen tot het Belgisch Staatsblad.
Any member who, through resignation or exclusion, ceases to belong to the association, shall forfeit any right to any part of the assets of the association. The same applies to his/her heirs.
The General Assembly is composed of all members and is responsible for the general policy of the association
The General Assembly meets at least once every two years at the invitation of the Board at an address, date and hour to be mentioned in the invitation. The Board also has to call for an extraordinary meeting of the General Assembly, if one fifth of the members ask for it.
The written invitation, accompanied by the agenda, shall be sent by regular mail, fax, or e-mail at least six weeks before the ordinary or extraordinary General Assembly. No decision can be taken about an item that is not mentioned on the agenda.
A member may be represented at the General Assembly by another member or non-member holding a proxy. A member or non-member shall hold no more than one proxy. The General Assembly is validly constituted if at least one third of the members are present or represented.
The General Assembly has the exclusive authority over the following matters:
- approval of the accounts and the budget,
- discharge of the Board,
- nomination and dismissal of the members of the Board,
- amendments to the articles of association,
- exclusion of members,
- dissolution of the association.
Without prejudice to articles 12, 22, and 38 the decisions of the General Assembly are taken with simple majority of the members present or represented. The decisions of the General Assembly shall be entered in a minute book, signed by the chairperson and held by the secretary at the disposal of all members at the social seat of the association.
The association is administered by a board of at least four and no more than nine members, elected for four years by the General Assembly. They may be re-elected without limit. At the elections equitable representation should be sought.
Members whose term expires remain responsible and in office till they have been replaced.
A Board member can be suspended by a unanimous decision of the other Board members. The Board member concerned should have the opportunity to be heard by the chair and at least two other board members before the decision is taken by the Board. Reasons for suspension must be given to the suspended Board member in writing. The final dismissal of a Board member has to be approved by the General Assembly by a majority of two thirds of the members present or represented.
The function of board member shall come to an end by death, resignation, civil incapacity, dismissal, or expiration of his/her mandate.
The Board itself decides upon the allocation of tasks. There are at least a chair, a vice-chair, a secretary, and a treasurer.
All documents concerning the nomination, termination of office, and dismissal of board members shall be communicated to the Federal Government Department of Justice and shall be published, at the cost of the association, in the Bijlagen van het Belgisch Staatsblad.
The chair, or whenever prevented, the vice-chair, coordinates the activities of the association, presides over the meeting of the General Assembly and the Board, takes care of the well-being of the association, and acts within the limits of his/her legal and statutory competences.
The secretary writes the minutes of the General Assembly and the Board, coordinates the contacts with the members, keeps the minute books of the General Assembly and the Board, and acts within the limits of his/her competence, particularly with respect to the compulsory legal, administrative, financial, and fiscal obligations.
The treasurer is responsible for the bookkeeping, takes care, with the Board, of the fiscal obligations of the association, and presents the accounts and the budgets to the General Assembly.
The Board is authorized to run the association and reports to the General Assembly. Anything not reserved explicitly by these articles or the law for the General Assembly, falls under the authority of the Board.
The Board meets at least once a year at the written invitation of the chair or the secretary at an address, date and hour to be mentioned in the invitation. The invitation is sent by mail, fax, or e-mail. A member of the Board can be represented by another Board member who shall however not hold more than one proxy.
The deliberations of Board are valid if at least half of the board members are present or represented. Decisions are taken by a simple majority of the members present or represented. In the event of a tie the chairperson has a casting vote. The decisions shall be entered in a minute book signed by the chairperson and kept by the secretary at the disposal of the members of the association at the social seat of the association.
The day-to-day management may be delegated to the chairperson, a board member or a third party. In addition the Board on its own responsibility may entrust well-defined tasks to one or more third parties.
Except as otherwise decided, all acts which bind the association shall be signed by two board members who need not give evidence of their powers.
All juridical action, either as plaintiff or defendant, will be handled by the Board represented by its chairperson or by a board member designated to this effect.
Budget and accounts
The financial year opens on January 1 and closes on December 31
The Board submits the accounts of the previous years and the budgets for the coming years for the approval of the General Assembly. In the year when no General Assembly is held, the accounts are approved provisionally by the Board, and need final approval by the General Assembly at its next meeting.
The accounts have to be sent to the Federal Government Department of Justice.
Changes of the articles of association and dissolution
Without prejudice to the application of the articles 50 § 3, 55, and 56 of the law on the non-profit associations, international non-profit associations, and foundations, the present articles may be amended at any time by a General Assembly convened on the initiative of the Board or at the request of at least one fifth of the members of the association.
The date of the General Assembly which will decide on the proposed amendment(s) must be notified to the members at least three months in advance.
The General Assembly is validly constituted if at least two thirds of the members are present or represented. No decision shall be adopted unless it is approved by a majority of at least two thirds of the members of the association present or represented. A change of the objects for which the association was constituted, can only be adopted by unanimity of the members of the General Assembly.
However if less than two thirds of the members of the association are present or represented at the General Assembly, a new General Assembly shall be convened in the same conditions as the preceding one, to definitely and validly decide on the proposals in question, irrespective the number of the members present or represented.
Amendments to the articles of association will not take effect until approved by the competent authorities according to article 50 § 3 of the law and until they have been published in the Bijlagen van het Belgisch Staatsblad according to article 51 § 3 of said law.
The General Assembly shall determine the modalities of dissolution and liquidation of the association. The net assets of the association, if any, shall be given to private legal entity having a purpose that corresponds as much as possible to the aims of the dissolved association, or in the absence thereof, to a non-profit purpose.
Matters not covered by these articles of association, including publications in the Bijlagen van het Belgisch Staatsblad, will be governed by the provisions of the law.
Seen in order to be added to the ministerial decree of November 9, 2004
The Minister of Justice, Laurette ONKELINX
The original articles accepted at the Founding Assembly in Hondarribia, Spain, on September 17, 1994, have been changed and replaced by the present articles at the General Assembly held in Brussels, Belgium, on July 10, 2004.