Statutes

Article 1

The association shall be known as “ASBL Groupement des Nephrologues Francophones de Belgique”.

Article 2

The Groupement des Nephrologues Francophones de Belgique has its registered office in the judicial district of Brussels, Hopital Erasme, 808 route de Lennik, 1070 Brussels. By simple decision of the Board of Directors, the registered office may be moved to any location in the French Community of Belgium.

Article 3

The purpose of the Group is to promote Nephrology in its broadest sense, through periodic meetings of its members.

Article 4

The duration of the association “Groupement des Nephrologues Francophones de Belgique” is unlimited. A year of the Group is identical to the calendar year.

Article 5

The number of members of the Association may not be fewer than 6. The full members are the founding members and the titular members.

Article 6

The founding members are the persons who founded the “Groupement des Nephrologues Francophones de Belgique”.

Titular members must have demonstrated their interest in Nephrology. They must submit a written application for admission to the President of the Group, accompanied by a curriculum vitae. Their application must be sponsored by two members of the Group. Their application is accepted by the Board of Directors after examination of their file, and their admission is pronounced by the General Assembly.

Article 7

Full members must pay an annual membership fee, the amount of which is decided annually by the Board of Directors and proposed to the General Assembly. This amount may not exceed 250 euros, unless decided by the General Assembly according to the voting procedures provided for in Article 13.

Full members who no longer carry out their professional activity may become emeritus members. They are invited to General Assemblies, where they have an advisory vote. They are exempt from the membership fee.

They may not be elected members of the Board of Directors. The status of emeritus member is granted by the Board of Directors.

Article 8

The Board of Directors may decide to appoint honorary members, benefactor members and associate members. These members have an advisory vote and may not be elected to the Board of Directors.

Article 9

The status of full member of the Group is lost:

By written resignation addressed to the President of the Board of Directors.

By failure to pay the annual membership fee after two written reminders have remained unanswered.

By expulsion pronounced for serious grounds, on the report of the Board of Directors, after the member concerned has first been heard by it. The expelled member may appeal to the General Assembly within two months of notification by registered letter of the expulsion decision.

Article 10

The General Assembly of the Groupement des Nephrologues Francophones de Belgique is composed of full, emeritus, honorary, benefactor and associate members. It is chaired by the President of the Board of Directors.

Article 11

The General Assembly has authority over amendments to the statutes, the appointment and resignation of members of the Board of Directors, the appointment of full members, the approval of the budget and accounts, the dissolution of the Group and the exclusion of a member on appeal.

For the General Assembly to amend the statutes, this intention must be announced at the General Assembly preceding the one that amends the statutes.

Article 12

The General Assembly meets at least once a year. It is organized and operates in accordance with Articles 5, 6, 7, 8, 12, 20 and following of the Law of 27 June 1921.

Notices convening General Assemblies shall be sent to all members by email and/or circular letter, stating the place, date and time of the meeting, at least 2 weeks in advance for the Ordinary Assembly and at least 10 days in advance for other General Assemblies, except for those convened urgently due to unforeseen events. In the latter case, they must expressly mention the urgency.

The General Assembly must be convened at the request of one fifth of the members.

Article 13

All full members present or represented, and up to date with their membership fees, have equal voting rights.

A full member may be represented at the General Assembly by another full member holding a written proxy. Each full member may hold no more than two proxies.

For all decisions of the General Assembly, a simple majority of the members present or represented is required, except for amendments to the statutes, modification of the maximum membership fee rate, exclusions and dissolution of the Association.

For these matters, the presence of 2/3 of the members is required as well as a majority of 2/3 of the votes cast. If this attendance is not reached, a second General Assembly may be decided immediately; it must be convened within a minimum of 2 and a maximum of 6 weeks and shall decide by a simple majority of voters regardless of the number present.

If the quorum is not reached, a new Assembly shall be convened within a period of no less than 15 days and no more than six weeks. It shall decide by a two-thirds majority of the members present or represented.

Article 14

The Group is managed by a Board of Directors composed of 6 full members, including one President.

A representative of each of the three Academic Centres must be a member of the Board of Directors.

The General Assembly directly elects the 3 other members of the Board of Directors and the President.

The Board of Directors appoints a secretary and a treasurer from among its members.

Elections to the Board of Directors are held every 3 years.

Article 15

The Board of Directors meets at least once a year. It may meet whenever its President deems it useful or at the written request of 1/3 of its members. Decisions of the Board of Directors are taken by an absolute majority of the votes cast. In the event of a tie, the President has the casting vote. The presence of half of the members of the Board is required for the validity of deliberations. Minutes of the meetings are kept.

Article 16

In general, the Board of Directors proposes the direction of the activities, the policy of the Association and the management of its assets. The Board of Directors has all powers that the law or the statutes do not reserve for the Assembly. In particular, it proposes the accounts and budgets for approval by the Assembly.

The Board of Directors acts collectively. It appoints the members responsible for judicial and extrajudicial representation and for day-to-day management with authority to sign, specifying whether they may act alone or jointly. They may be dismissed at any time.

Article 17

The Groupement des Nephrologues Francophones de Belgique is represented before the public authorities by the President or by another member of the Board of Directors to whom the President has delegated his powers.

Article 18

The members of the Board of Directors perform their duties free of charge and may not receive any remuneration for the responsibilities entrusted to them.

Article 19

The decisions of the General Assembly are recorded in a register of the acts of the Group, in the form of minutes, signed by the President or the Secretary of the Board of Directors as well as by all full members present who request it.

All members may request extracts signed by the President and the Secretary.

Third parties may consult them at the registered office upon written and reasoned request addressed to the President and with the latter’s agreement.

The minutes and decisions of the General Assembly, the Board and the persons in management, the register of members and accounting documents may be consulted on site by appointment request addressed to the Board of Directors represented by its President.

Article 20

Each year, the Board of Directors reports on its activities during the past year to the General Assembly.

Article 21

In the event of dissolution of the Group, its assets shall be allocated to a purpose consistent with that of the current Group.

Article 22

For everything not governed by these statutes, reference is made to the Law of 27 June 1921 and to the internal rules of procedure, which shall be drafted within the Group and under the responsibility of its Board of Directors and approved by the General Assembly.