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PIIST By-Laws

Patrimoine de l'Institut International des Sciences Théoriques (PIIST)
 
Legal status: Non-profit Association (ASBL)
Head Office : 8, Rue Marie de Bourgogne, 1050 Brussels
Company N°: 410.480.937
On19 April 2004, the general meeting decided to amend the by-laws. Only article 1 remains unchanged. All the other provisions are changed.
The new by-laws, approved by the general meeting and filed with the clerk’s office of the business court of Brussels on 26/04/2004 to be published in the appendices of the Moniteur Belge, are as follows :
 
TITLE 1: NAME, HEAD OFFICE, PURPOSE
Article 1:
The name of the association is « Patrimoine de l’Institut International des Sciences Théoriques».
Article 2:
The head office of the association is established in Brussels; 8 rue Marie de Bourgogne in 1050 Brussels, in the judicial district of Brussels.
Article 3:
The purpose of the association is to promote international collaboration in the field of theoretical sciences (philosophy of science, philosophy and theology) among others by organizing or subsidizing the symposiums of the International Academy of Philosophy of Science ( AIPS) and the International Academy of Religious Science (AISR).
 
TITLE 2 : MEMBERS
Article 4 : 
The individual and legal entities approved by the general meeting (hereinafter "G.M. ") may be effective members upon presentation by the Board of Directors (hereinafter "B.D"), if, through their recognized scientific experts, they have already contributed to this international dialogue. Anyone wishing to become an effective member must submit a written request to the board of directors.
Their number is not limited and cannot be less than five.
If a contribution is required, it may not be more than 100 euros per year.
A member is likely to be excluded if he fails to pay his possible contribution or if he does not attend or is not represented at three consecutive GMs. The exclusion is pronounced by the G. M. at the majority, quorum and conditions provided by the law.
Any member may resign at any time by simple letter sent to the B.D.
The resigning or excluded member, as well as the beneficiaries of deceased members, have no rights to the social fund and can neither request accounts nor claim the reimbursement of subsidies and other services generally paid by him, by their author or by third parties. They cannot have seals affixed or take inventory.
 Article 5:
The G. M. may approve honorary members and adherent members. 
 
TITLE 3: GENERAL MEETING
Article 6:
Only the effective members make up the G. M. and have deliberative votes. Each member may be represented by another member (but not by third parties) to whom he shall give a written proxy.
Article 7:
The G. M. meets at least once a year; it may be convened whenever the interest of the association so requires on the initiative of the chairman of the board of directors or of two directors; it shall be so whenever one fifth of the effective members so request to the Chairman of the Board.
The notifications, including the agenda, are made by ordinary mail, signed by the Chairman or two members of the Board, sent by post or delivered personally, at least eight days before the date of the meeting.
Article 8:
The G. M. is the sovereign power of the association and has solely authority to deliberate on the following items:
  1. By-laws changes;
  2. Admission and exclusion of members;
  3. Appointment and revocation of a director;
  4. Approval of budgets and accounts;
  5. Winding up of the association;
  6. Discharge to be granted to the directors;
  7. General policy of the association;
  8. All other deeds reserved for the general meeting by the law.
Article 9:
  1. a) The G. M. is annual, even in the event of winding up. It meets when convened by the chairman of the board of directors or, in his absence, by its secretary or, in case of liquidation, by its liquidator. It shall take place during the first quarter of the current calendar year.
  1. b) It may be convened extraordinarily whenever the social interest so requires, and in any case it shall be convened when at least one fifth of the members so request in writing to the chairman of the Board.
  1. c) The notifications contain the agenda; they are sent to all members by mail, at least eight days before the meeting and signed, on behalf of the Board, by the chairman or his successor. Any proposal signed by a number of members at least equal to the twentieth will be entered in the agenda of the meeting or of a next one to be convened within two months.
All meetings are held on the date, time and place indicated in the notification.
  1. d) The meeting is chaired by the chairman of the board and, failing this, by the oldest of the other directors in attendance.
The chairman appoints the secretary.
Each member has the right to attend the G. M. He can be represented by another member. All full members have equal voting rights, each of them having one vote. Honorary members or adherents members have a consultative voice.
Except in cases where the law requires special quorum and majority requirements, the G. M. is validly set up irrespective of the number of members in attendance or represented and its decisions are made by a simple majority of the votes cast.
The votes concerning the decisions referred to in points 2), 3) and 6) of Article 8 of these by-laws shall be taken by secret ballot.
Article 10:
The decisions of the G. M. are entered in minutes signed by the chairman and the secretary and entered in a file. Excerpts to be produced in court or elsewhere are signed by the chairman of the board of directors or by two directors. Such excerpts are issued to any member who requests them.
 
TITLE 4: BOARD OF DIRECTORS
Article 11 :
The association is administered by a Board of at least three members, appointed by the G. M. that has chosen them from a list of candidates drawn up by the Board of Directors. All full members are eligible.
The terms of office of the members of the board last three years and are revocable at any time by the G. M. They can always be renewed. The number of directors will always be less than the number of members making up the general meeting.
A director may be temporarily suspended for serious misconduct or abuse of power by a simple motivated decision of the Board of Directors pending the decision of the G. M.
The B.D is free to invite experts. These do not have a deliberative voice. Unless the G. M. decides otherwise, their office is tacitly renewable.
The administrator or his assigns are required to return the property of the ASBL that is in their possession within one month as from the date of termination of their office.
Resignation is completed by sending a letter by registered mail to the B.D. The latter will send an acknowledgment of receipt to the author of the resignation and complete the legal formalities required by law.
The duties of the members of the Board of Directors are performed free of charge.
Article 12:
The Board of Directors appoints at least one Chairman from among its members, ensuring the formal good performance of the association and representing it outside, and one managing director, in charge of the day-to-day management. Other functions can be defined. The Board of Directors or the directors representing it may delegate special and limited powers to persons of their choice. These will represent the association within the framework of the powers thus defined, in accordance with the rules of agencies.
Article 13:
The council is vested, for all acts that concern the association, with all powers that are not formally reserved for the general meeting by the law or these by-laws. In particular, the Board of Directors set annually the amount of the endowments allocated to the Academies referred to in Article 3 of these By-laws, which endowments are entrusted to and managed by their respective Chairman.
Without prejudice to the tasks specific to a collegiate administration such as those of consultation and control, the directors may distribute among themselves the duties to be performed. Such a distribution shall not be binding on third parties, even if it is published.
The Board of Directors meets when convened by its chairman or, if the latter is prevented, by his secretary, which shall assume the chairmanship. The board should be convened on the request of a third of its members.
Article 14:
The managing director alone or two directors jointly exercise all powers of day-to-day management (including receipts, discharges and other documents towards administrations, services and suppliers: posts, telephones, banks, insurance companies, water, gas, electricity, etc.) and the representation related to such management.
Article 15:
All acts other than those relating to day-to-day management (with the exception of purchases or sales or mortgages of buildings and loans of more than € 25,000), all powers or proxies of binding the association shall be signed by a managing director or by two directors of the association, including the Chairman or the person that the latter appoints to do so, who do not have to document for third parties any prior decision of the council.
Article 16:
Decisions are made by a simple majority, with half of the members in attendance. In the event of a tied vote, the Chairman has as casting vote. In the event of resignation or vacancy, the Board of Directors continues to sit validly as long as it has at least three members. The Board of Directors convenes a G. M. as soon as possible to provide for replacement.
Article 17:
Decisions are recorded in minutes, signed by two directors and recorded in the file. Excepts to be produced in court or elsewhere, are signed by a director.
Article 18:
The B.D, acting as a college, represents the association on any matter, whether in court or otherwise.
Judicial actions, both as plaintiffs and defendants, and all ordinary or extraordinary proceedings before all authorities and courts, are filed or defended, on behalf of the association, by the board of directors, represented by the Chairman or the managing director, who will not have to produce a prior deliberation of the Board of Directors.
  
TITLE 5: RESOURCES, FINANCIAL MANAGEMENT
Article 19:
The resources of the association are made up in particular by the proceeds from the assets, the possible contributions of the members, their possible participation in the expenses, the income from the activities or publications, public or private subsidies, donations and bequests.
Article 20:
The financial year begins on January 1st and ends on December 31st.
Each year, on December 31st, an account of the past financial year is closed and a budget is drawn up for the next financial year. Both are subject to the approval of the G. M. that is held during the first quarter of the following year. The G. M. votes the discharge of the directors.
The accounts are kept and the annual accounts are established in accordance with article 17 of the law of June 27, 1921 on non-profit associations, international non-profit associations and foundations.
The G. M. may appoint one or more auditors who will have the broadest investigative powers. 
 
TITLE 6: LIQUIDATION, WINDING UP
Article 21: In the event of the voluntary winding up of the association, the G. M. that pronounced it shall appoint one or more liquidators in charge of the liquidation of the wound-up association and shall determine their powers. The status of the liquidation will be reported to an annual G. M. which will appoint a chairperson.
Article 22: In all the cases of winding up, the social assets after payment of debts and charges, will be assigned to a disinterested charity with apurpose and goal similar to this association that will be designated by the G. M.  
 
TITLE 7: MISCELLANEOUS
Article 23: For anything not referred to in these by-laws, reference should be made to the Act dated 27 June 1921 on non-profit associations, international non-profit associations and foundations.

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