The European Information Technologies Certification Institute in abbreviation "EITCI" Articles of Association
Chapter I - Name, registered office, purpose and term
Article 1 - Name
- The name of the Association shall be EUROPEAN INFORMATION TECHNOLOGIES CERTIFICATION INSTITUTE ASBL, or in abbreviation "EITCI", hereinafter referred to as "the Institute".
- The Institute is an “ASBL” (“Association sans but lucratif”), i.e. an association without lucrative purpose or a non-profit association, in accordance with the provisions of the Belgian Law of 27 June 1921, granting legal personality to non-profit associations and establishments of public utility as amended (La Loi de 27 juin 1921 sur les associations sans but lucratif, les associations internationals sans but lucrative et les fondations, M.B. 1 juillet 1921).
- All acts, invoices, announcements and other documents that originate from The Institute, mention the name of the Institute, immediately proceeded or followed by the words “Association sans but lucrative” or “ASBL”, and the registered office of the Institute.
Article 2 - Registered office
- The Institute has its registered office in Belgium, at Avenue des Saisons 100-102 box 30, 1050 Brussels and resorts under the judicial district of Brussels. The registered office can only be transferred to any other location in Belgium in compliance with the applicable legislation on languages, by a decision taken by simple majority of the Board of Directors, published in the Annexes of the Official Belgian Gazette “Moniteur Belge”.
- The Institute can only open other administrative and operational offices, both in Belgium and abroad, by a decision taken by a simple majority of the Board of Directors.
Article 3 - Purpose
- The mission of the Institute is to improve international Information Technologies (IT) certification standards through independent methodologies development, research and related activities.
- To achieve this purpose the Institute is to:
- Bring together academics working on IT training in Europe and elsewhere and promote interaction between academics from different IT disciplines, such as programming, systems engineering, networking, multimedia design, security and artificial intelligence.
- Encourage dialogue between academics, legislators and businesses and seek to promote debate on major international IT training and certification issues.
- Undertake, commission and disseminate research and development of IT training and certification methodologies.
- Advise on the formulation of policy and development of best practice in IT certification based on impartial and objective research and collective know-how.
- Undertake any other activity that will improve understanding and exercise of IT certification impact on professional IT knowledge development in society.
- The Institute will seek to achieve its aims for example by:
- Expanding on the activities of its member organizations.
- Disseminating research results and other relevant material through the Institute's web-site.
- Promoting development of IT certification methodologies and standards.
- Periodically inviting distinguished academics to hold public policy lectures.
- Arranging international academic conferences.
- The Institute has the right to exercise, in Belgium or abroad, alone or in collaboration with third parties, directly or indirectly, all activities related, directly or indirectly, to its purpose.
Article 4 - Term
- The Institute is formed for an unlimited term and can be dissolved at any moment.
Article 5 - Structure
- The organs of the Institute are:
- the General Assembly;
- the Board of Directors;
- the Executive Director.
Chapter II - Members of the Institute
Article 6 - Members
- The Institute is an association formed by the natural persons and legal entities, validly represented, signing the present Articles of Association.
- Membership categories are:
- Governing Member (Membre effectif, i.e. working member);
- Academic Member;
- General Member;
- Institutional Member.
- Governing Members are individuals who directly engage in activities pursued by the Institute and are dedicated to continuous support of the Institute’s development. There are at least 3 Governing Members at all times.
- Academic Members are individuals who hold at least a 70% position with an academic institution or otherwise mostly pursue an academic activity within IT.
- General Members are individuals who otherwise take an active interest in IT certification standards or are professionally associated with IT training and certification methodologies.
- Institutional Members are legal persons concerned with IT certification standards, for example IT training centers, IT research institutes, Universities, IT companies, etc.
Article 7 - Application for Membership
- Governing, academic, general, institutional membership must be applied for through the Institute's web site, by e-mail or letter.
- Applicants must commit to abide by the Articles of Association and the Internal Rules.
- Applicants must furnish, upon request and under clearly defined conditions of confidentiality, sufficient information to verify the membership class. Academic Members commit to notify the Institute immediately when the pre-conditions for academic membership cease to apply.
- A duly constituted Membership Committee admits new Members. In the event of rejection, the applicant may request re-consideration of the application by the Board, the decision of which is final and requires no justification.
Article 8 - End of Membership
- The membership of any Member of the Association shall terminate:
- upon decease, incapacity or insolvency of an individual;
- upon voluntary or forced dissolution or liquidation of a legal person or association;
- by resignation;
- upon suspension or expulsion.
- Members can only resign from the Institute by notifying the Board in writing by registered post. The resignation will take effect on receipt of the notification by the Institute.
- A Member deemed to cause damage to the interests of the Institute may be suspended or expelled by the Board. The Member will be notified of the suspension or the expulsion. The Member concerned shall in any case have the right to present its defense beforehand. In case of expulsion, it shall also have a right of appeal before the General Assembly. A suspended Member shall not be entitled to vote, to attend meetings of the Institute, or otherwise to participate in the activities of the Institute during the suspension period.
- No Member who has resigned or has been expelled, nor its beneficiaries or creditors will have any right to the assets of the Institute, nor to any reimbursement of the membership fees or donations; such Member will remain liable for all dues for the current financial year. If such Member or its beneficiaries has any debt towards the Institute, such debt shall immediately become due and payable.
Article 9 - Membership fees
- Members shall pay membership fees to the Institute set by the General Assembly, which may vary by membership class. The Board determines the terms and method of payment.
- Membership is only effective upon receipt of the membership fee.
- In the event of resignation or exclusion of a Member the fee is not reimbursable.
Article 10 - Governing Member list
- A list containing the Governing Members shall be deposited at the “Greffe de la Tribunal de Première Instance” of Brussels. This list shall be annually completed after the meeting of the General Assembly, in accordance with the applicable legal provisions.
- The Board of Directors shall keep a register of the Governing Members at the registered office of the Institute. This register holds the full names and domiciles of the Members, or, in case of a legal entity, the name, legal form and registered office.
Chapter III - General Assembly
Article 11 - Composition and Powers
- The General Assembly shall consist of the Governing Members of the Institute. All Governing Members have one vote.
- The General Assembly shall have all the powers conferred upon it by these Articles, namely:
- the modification of these Articles of Association;
- the decision to dissolve the Institute;
- the election and revocation of the directors;
- the approval of the Institute's budgets, accounts and annual report;
- the designation of the external auditor;
- all cases in which these Articles of Association or the provisions of the Belgian Law of 27 June 1927 require so.
- Each Governing Member shall have the right, by means of a letter sent by regular mail or any other medium of written communication, to be represented at the General Assembly by a proxy-holder.
Article 12 - Ordinary and Extraordinary Meetings of the General Assembly
- The General Assembly meets, at least once a year and within six months after closing of the financial year, upon an invitation specifying the place, date and agenda sent by the Chairman of the Board, or his/her deputy at least 15 calendar days in advance. General Assembly meetings may be held both physically and by online telecommunication (teleconferencing). If a General Assembly is held by online telecommunications, Governing Members shall have received timely information enabling them to express a fully considered opinion on the items on the agenda. Items voted on during an online telecommunications meeting shall be recalled and confirmed at the next following physical meeting. Nevertheless, absence of such confirmation shall not invalidate the decisions taken. The General Assembly will in particular:
- receive the report on the activities of the Institute during the past year;
- approve the accounts for the past year and approve the budget, the membership fees and the admission fees for the following year;
- release the Board with regard to its tasks.
- An extraordinary General Assembly shall be convoked by the chairman of the Board of directors or by two directors whenever required by the interests of the Institute or upon request of at least one fifth of the Members. Save in an emergency, notice of meetings shall be served at least 15 calendar days in advance. Only an extraordinary meeting may:
- modify the Articles of Association in accordance with Article 22;
- decide the dissolution of the Institute in accordance with Article 23.
- The General Assembly shall be presided over by the Chairman of the Board of Directors or, in the absence of the Chairman, by the Vice-Chairman, failing which by a director designated by his/her colleagues.
- The minutes of the General Assembly shall be signed by the person presiding the Assembly and kept in a separate file at the Institute's registered office by the Executive Director, at the disposal of the Members.
Chapter IV - Board, Committees, Executive Director, External Auditor
Article 13 - Board
- The Board of directors has a minimum of 3 and a maximum of 10 directors. A majority of directors are nominated and elected among Governing, Academic and General Members. The number of directors has to be at all times smaller than the number of Governing Members.
- In case of a vacancy, the Board has the power to provide for an interim director pending a decision by the next General Assembly.
- The General Assembly may decide to remove a director. Such decision requires a two-thirds majority of the votes of the Governing Members present or represented.
- The Board of directors elects a Chairman and a Vice-Chairman amongst the directors.
- The Chairman or the Vice-Chairman convenes meetings of the Board of directors. Save in an emergency, notice of meetings shall be served at least 15 calendar days in advance.
- Board meetings may be held both physically and by online telecommunication (teleconferencing). If a board meeting is held by online telecommunications, directors shall have received timely information enabling them to express a fully considered opinion on the items on the agenda. Items voted on during an online telecommunications meeting shall be recalled and confirmed at the next following physical meeting. Nevertheless, absence of such confirmation shall not invalidate the decisions taken.
- The maximum term of the office for directors shall be 3 years. Directors may be re-elected.
- The minutes of the Board of directors shall be signed by the Chairman and kept in a separate file at the Institute's registered office by the Executive Director, at the disposal of the Members.
- The directors will not receive a fee, unless the General Assembly should decide otherwise.
- Members who, in any way, resign from the Institute, are assumed to resign as a director as well.
Article 14 - Powers of the Board
- The Board of Directors shall have all powers necessary to pursue the objectives of the Institute, and to effect and complete all management actions, with the exception of the powers reserved by law or by these Articles to the General Assembly.
Article 15- Meetings of the Board
- The Board shall meet every time this is in the best interest of the Institute. Each director has the right to summon the Board by requesting the Chairman to do so.
Article 16 - Representation of the Institute
- Except where the Board has delegated daily management, the acts binding the Institute with regard to third parties are validly signed only by the Chairman, the Vice-Chairman or jointly by two directors, or by holder of special powers of attorney. Legal proceedings, either as plaintiff or defendant, are conducted by the Board of Directors represented by the Chairman or by any person the Board has designated to that effect.
Article 17 - Committees
- The Board will appoint a Membership Committee and may appoint such other committees that it deems useful for the proper governance of the Institute, such as a Management Committee.
- The Board determines the terms of reference and powers of the committees it appoints. Committees report to the Board on their activities.
Article 18 - Executive Director
- The Board appoints an Executive Director who does not have to be a Member of the Institute.
- The Executive Director is entrusted with the day-to-day management of the Institute, under the responsibility of the Board that shall define his/her powers.
- The maximum term of the Executive Director's office shall be 3 years. The Executive Director may be re-appointed.
Article 19 - External Auditor
- The General Assembly appoints an external auditor drawn from the Members of the Institute of Auditors of Belgium.
- The mandate of the external auditor may not exceed two years. It may be renewed. The General Assembly determines the fee, if any, to be paid to the external auditor.
Chapter V - Budget and Accounts
Article 20 - Budget and Accounts
- The financial year starts at January, 01 and ends at December, 31. On 31 December of every year since the Institute incorporation, the books and accounts of the Institute shall be closed and the Board of Directors shall establish the accounts of the Institute for submission to the annual General Assembly, together with the budget for the year during which the assembly is held.
- The accounts of the Institute may be audited by the external auditor upon decision of the Executive Director.
- The Institute shall be funded by:
- membership fees;
- specific contributions, provided these are given with the understanding that they will in no way influence the independence of the Institute and/or its organs;
- revenues from Institute activities, for example royalties from books and publications, licensed IT certification methodologies and standards.
Chapter VI - Decisions
Article 21 - Ordinary Decisions
- Except for any provisions to the contrary mentioned in the Articles of Association, resolutions approved by the General Assembly shall be validly adopted if they obtain the affirmative vote of the majority of the Governing Members present and represented. Except in the cases foreseen in articles 22 and 23 of these Articles of Association, the General Assembly may validly deliberate and vote, whatever the number of Governing Members present or represented. Each Governing Member has one vote. A proxy-holder may represent a Governing Member unable to attend the meeting. In case of a tie, the chairperson of the assembly has the casting vote. Abstentions are not counted. No decision may be taken on an item which does not appear on the agenda accompanying the notice of a meeting, save for an item included by a unanimous resolution of Governing Members present and represented.
- The Board may only validly decide and adjudicate if at least half of its Directors are presented or represented. Decisions of the Board are taken by a simple majority of the Directors' votes cast. Each Director has one vote. A proxy-holder may represent a Director who is unable to attend the meeting. In case of a tie, the chairperson of the meeting has the casting vote. Abstentions are not counted.
- Decisions of the General Assembly and/or the Board are binding on all the Members of the Institute.
Article 22 - Amendments to the Articles of Association
- The General Assembly shall validly deliberate on amendments to the Articles of Association only if the object of such amendments is mentioned explicitly in the call to meeting and if one half of the Academic and Research Members as a group are present or represented at the assembly. Any amendment shall require a two-thirds majority of the votes, including a two-thirds majority of the academic members present or represented when counted as a group. Abstentions are not counted.
- If less than one half of the Governing Members are present or represented at the first assembly, the Board of Directors shall have the right to call a second assembly within three weeks of the date of the first assembly, which shall validly deliberate whatever the number of Governing Members present or represented.
- Amendments to article 3 (Purpose) of these Articles shall be effective only after approval by the Royal Decree. Any other amendment to the Articles of Association of the Institute shall be effective after approval by the Ministry of Justice or its delegate and in compliance with the publicity requirements of the Belgian Law of 27 June 1921, as amended.
Article 23 - Dissolution
- The Institute may be dissolved by a decision of the General Assembly where more than 3/4 of the Governing Members is present or represented as a group and at least 4/5 of the present or represented Governing Members vote in favor of a dissolution.
- If at a first assembly less than 3/4 of the Governing Members are present or represented as a group, then the Board may convene a second assembly within three weeks of the first which shall validly deliberate whatever the number of Governing Members present or represented. Nevertheless, still at least 4/5 of the present or represented Governing Members has to vote in favor of a dissolution.
- If the Institute is dissolved, the assembly shall appoint a liquidator and determine its powers.
- The General Assembly decides on the distribution of the net assets, if any, to academic and/or charitable institutions.
Chapter VII Sundry Provisions
Article 24 - Internal Rules
The General Assembly, on the recommendation of the Board, may adopt one or more Internal Rules compatible with the provisions of these Articles of Association so as to ensure smooth running and administration of the Institute. They are binding on all Members, provided that at least two-thirds of the votes cast are in favor. Abstentions are not counted.
Article 25 - Application of legal provisions
Any matters which are not covered by the present Articles of Association will be governed by the provisions of the Belgian Law of 27 June 1921, as amended.
Article 26 - Authentic language version
In case of a dispute, the French language version of these documents is the authentic text