Statutes
TITLE I - Name, registered office, purpose, duration
Article 1: Juridical form
The association was founded as an international non-profit association, for artistic and educational purposes, with adaptation of the statutes to the law implementing the Companies and Associations Code of April 4, 2019.
Article 2: Name
The association carries the name "European Network of Cultural Centres" abbreviated to 'ENCC'.
Article 3: Registered office
The association's registered seat is in the Brussels-Capital Region, Ravensteingalerij 28. The seat may be moved to any other place in Belgium by decision of the board of directors, if this change is published in the Annexes of the Belgian State Gazette.
Article 4: Mission and objectives
Mission
ENCC, as a transdisciplinary and pluralistic network, aims to connect and strengthen the potential of socio-cultural centres and other cultural and artistic participatory practices organised at multiple levels, while advocating for the value of their work in Europe and beyond, to contribute to revitalising European democracy, civil society, inclusion and intercultural dynamics.
Vision and Beliefs
We envision an emancipatory, solidary and sustainable society, which derives from culture, creativity and the arts.
We believe that active participation in arts and culture on an individual level brings personal development but also societal cohesion.
We believe in the importance of ensuring fairness, justice, equality and inclusion in the practice of arts and culture.
We believe in the decisive role of socio-culture as a basis for building an open, connected and inclusive world and in its potential to envision responses for our common challenges.
Key objectives
Strengthen existing networks by offering a platform to be connected, and support all efforts to develop new networks of cultural centres in Europe on urban, regional and national level, fostering cooperation and innovative practices.
Provide support and empowerment to cultural centres through capacity building, professionalisation and peer learning, with a focus on specific societal challenges and as a priority - the reintegration of the European dimension and values.
Advocate the values and benefits of socially engaged arts and culture on a European & beyond level and give visibility to the work done at local, regional and national level, while creating meaningful partnership with other relevant actors.
Stimulate and increase opportunities for cooperation between different sectors and actors in order to foster sustainable systemic changes and mainstream culture into their work; build strategic partnerships with European networks operating in key sectors like Environment, Health, Social inclusion, Education
foster a holistic approach to society, connecting culture and social engagement and fulfilling the potential of culture in tackling important challenges that European society is facing: environmental sustainability and fight against climate change; health in an ageing society; social inclusion; economic inequality.
Article 5: Duration
The association is established for an indefinite duration.
TITLE II - Members
Article 6: Members
The number of effective members is unlimited, but must be at least two.
The association is composed of effective members and associate members.
Effective members are:
National and regional networks of cultural centres
Urban and rural/local networks of cultural centres
Individual Cultural centres
Associate members are:
Socio-cultural organisations
Inclusive arts organisations
Individuals
The administrative body keeps a register of the members at the registered office of the association. This register mentions the last name, first name and place of residence of the members or, in the case of a legal person, the name, legal form and address of the registered office and the last name and first name of the permanent representative.
All members can consult the register of members at the registered office of the association.
To this end, they address a written request to the administrative body with which they agree on a date and time for consultation of the register.
Article 7: Criteria to join
Candidates for effective membership must submit a written application to the board. The application is accepted when approved by a majority of the board. If an application for membership is rejected by the board, the board must formulate a written justification. The effective members represent a legal entity and support clearly in their membership application the mission and the key objectives of the ENCC as they are written in Art. 4. Each member must have one permanent representative. The member has to inform the office when this representative is replaced.
Associate members have to apply to the board. The application is accepted when approved by a majority of the board.
Article 8: Duration
Membership of the association lasts as long as the member fulfills the criteria of membership as mentioned in Art. 6 and pays the membership fee as mentioned in article 10.
Article 9: Acceptance of statutes and domestic regulations
Each member accepts the statutes and the internal regulations by its membership.
Article 10: Membership fee
The directors-board proposes to the general assembly the annual contribution of the members. The annual contribution can vary by group of members.
Article 11: Resignation
Each member can resign at all times, provided that this resignation is announced to the chairman of the board of directors by means of a written notification.
The resignation will follow one month after receiving the written request.
When the written notification of the resignation arrives after the 1st of the July, the member still is committed to pay the membership fee of the running year and to pay the costs approved in the year of the resignation.
Article 12: Membership ending
When a member acts contrary to the goals of the ENCC, its membership can, at the suggestion of the board of directors or at the request of at least 1/5 of effective members, be ended by special decree of the general assembly, whereby the decision requires a 2/3 majority of the attendant or represented members at the assembly. The member, whose membership ending is suggested, has the right to be heard by the General Assembly.
Article 13: Claim to funds or restitution
Persons, who have, for whatsoever reason, lost their capacity as representatives of the member organisation, nor their legal successors, nor the institution that delegated them, can claim the association's funds or any restitution of or compensation for any amounts paid or any financial contributions that have been made.
This exclusion from rights applies at all times: during membership, when the membership is ended for whatsoever reason, when the non-profit-making organisation is dissolved, etc.
TITLE III - General Assembly
Article 14: Authorities
The general assembly is the association's sovereign authority.
The general assembly has the power to do the following:
The amendment of the statutes
The appointment and dismissal of directors
The approval of the budget and the accounts
Discharge to the directors in a separate vote
The decision of the membership fee
The exclusion of members
The voluntary dissolution of the association
To do or to accept the input-for-nothing-from-a-generality
The filing of a legal action by the association against the directors and commissioners.
And all cases in which the law or these articles of association require.
Article 15: Composition
The general assembly is composed of all the effective members. Associated members have the right to attend and to speak. The general assembly is presided by the chairperson of the board of directors or by the eldest of the attendant administrators.
Each member can give authority to another member to represent him at the general assembly.
Article 16: Voting right
Only the effective members have the right to vote.
Each effective member has one vote and can represent one other member.
Article 17: Number of meetings
The general assembly shall be convened at least once a year by the board of directors to approve the accounts of the previous year and the budget for the current year. This general meeting must take place within six months after the close of the last financial year.
Article 18: Invitation, agenda and notification
The directors-board convenes the general meeting in the cases provided for by law or when at least one fifth of the effective members so request.
In the latter case, the invitation must be sent within 21 days after this request and the general meeting will be held no later than the 40th day after this request.
The convening is done by ordinary letter or by email, signed in the name of the directors-board, by the chairperson and the secretary or by two administrators, and sent to every voting member, at least one month before the assembly.
The letter mentions the preliminary agenda. Requests to the agenda and candidates for the board have to be sent latest two weeks before the general assembly by letter or by mail to the office and/or the chairman/chairwomen.
The adapted agenda has to be sent to the members at least 5 days before the assembly.
Matters or candidates that do not occur on the final agenda cannot validly be voted upon, unless all members present or represented agree to do so.
Minutes are drawn up from every assembly, are signed by the chairman/chairwoman, and the secretary or one of the administrators and are entered in a special register.
The minutes are send to all members within 4 weeks after the general assembly, in accordance with the modalities stipulated in article 9 of the Royal Decree of June 27th, 2003.
The general assembly can be convened for a meeting, by electronic means of communication.
Article 19: Voting
Decisions are made by a simple majority of vote of the voting members present and lawfully represented, as long as law or these statutes do not provide for a special majority.
The simple majority is calculated after the exclusion of absentees, invalid votes and abstentions.
If a voting on persons or functions takes place, or at the request of at least one third of the attendant representatives, the voting will be held in secret.
In case of a tie, the vote of the chairman is decisive, except in a secret voting.
In a secret voting on accepting or rejecting an item, the item will be rejected in case of a tie.
In a secret voting on persons, a new voting round will take place for the candidates with the equal amount of votes. When this new voting round does not come up with a decisive result, the youngest candidate will be chosen.
Article 20: Special majorities
A decision to amend the articles of association, to exclude a member, or to dissolve the association (see article 14), must be attended or represented by at least two thirds of the members. Failing this, a second call will be made. The new meeting can decide regardless of the number of members present. Even then, a member can only be excluded by a majority of at least two-thirds of the members present and represented.
Article 21: Amendments on the statutes or dissolution of the association
On all decisions concerning amendments on the statutes or dissolution of the association, the general assembly can only lawfully deliberate when the following conditions are fulfilled:
the proposed amendments on the statutes or the dissolution of the association should be explicitly mentioned on the agenda of the meeting in which those issues will be deliberated.
two thirds of the association's voting members have to be present or represented.
If in these cases the general assembly does not reach the quorum of two thirds of the members, a second general assembly will be convened, under the same stipulations as the first one. This second meeting will be authorised to take final and valid decisions, regardless of the number of members present or represented.
This meeting can only take part with at least 15 days between the second and the first meeting.The proposals to amend the statutes or to dissolve the association, must be accepted by at least two thirds of the attendant or the represented voting members. The proposals only demand a majority of 4/5 of the votes of the attendant or represented members, when the amendment is related to the goals and aims of the association for which the association was created.
In this vote, abstentions are not counted in either the numerator or the denominator.
TITLE IV - Directors-board
Article 22: Composition
The association is governed by a directors-board, which consists of representatives of maximum 9 effective members representing at least five European countries. There can be no more than 2 members of the board from the same European Country unless the general meeting makes an exception to this with a four-fifths majority. At least one of the members has to be of Belgian nationality.
If a director's position becomes vacant before the end of his mandate, the remaining directors have the right to co-opt a new director.
Article 23: Duration
The Chairperson of the board is elected by the general assembly for a period of 4 years and can only be re-elected once for a total period of 8 years. Election for the board is taking place at the general assembly every second year.
At each election 4 board members are elected for a period of 4 years.
The elected chairperson and board members are at all times dismissible by the general assembly with a majority of two thirds of the votes present or represented.
Article 24: Functions
The board of directors chooses among its members a secretary and a treasurer.
Article 25: Number of meetings
The directors-board meets at least twice a year. The board can only confer validly if at least half of its members are present or represented.
Each board member can give authority to another board member to represent him or her at the directors-board. Each administrator has one vote and can represent one other administrator.
Decisions of the directors-board can be taken on the basis of a simple majority vote of board members present and represented. In case of a suspension of the votes the chairman's vote is decisive.
The board can be convened for a meeting, can deliberate and can decide, by electronic means of communication. The board can take decisions writtenly by unanimous consent expressed by all the members of the board, for all topics but the ones for which these
statutes exclude the possibility.
The conclusions are recorded in the minutes, which are signed by the secretary or a member. The minutes are kept at the association's office in a register.
Article 26: Internal administration
The directors-board is authorised to perform all actions necessary or useful to realising the purpose of the non-profit-making organisation, except those actions for which the general assembly has the exclusive authority according to article 4 of the law of January 16th, 2003, and the actions summed up in article 14.
Article 27: External mission of representation
The directors-board represents the non-profit-making organisation as a board, in all actions in and out of court.
It represents the association by majority of its members. Without prejudice to the general authority of representation of the directors-board as a
board, two administrators that act collectively will also represent the non-profitmaking organisation, in and out of court.
The deeds that are endorsed by the association will be considered valid when the chairman or the secretary or the treasurer signs them, unless they are about exceptional transactions that exceed the sum of € 5000. Such cases require the autograph of the treasurer together with the autographs of the chairman or the secretary.
Article 28: Responsibility of board members
The board members and the executive administrators are not personally committed by the obligations of the non-profit-making organisation.
Their responsibility towards the non-profit-making organisation or third parties is limited to the fulfilling of their given assignment, according to the common law and according to what is stipulated in the law and in the statutes.
Article 29: Experts
The board of directors is allowed to invite individuals because of their expert contribution to the association.
These individuals however do not have a right to vote.
Article 30: Staff and secretariat
The directors' board appoints and dismisses the general coordinator-director.
The Managing Director-General and the Chairman appoint or dismiss the other members of staff.
They determine their duties and their salary. Employees cannot be members of the association.
TITLE V - Various stipulations
Article 31: Domestic regulations
The directors' board promulgates any domestic regulations it deems necessary.
Article 32: Financial year
The financial year runs from September 1st till August 31st.
Article 33: Dissolution and settlement
The general assembly will be convened to discuss the proposals regarding dissolution presented by the board of directors or by at least 1/5 of all members. The assembly will be convened and the proposal will be entered on the agenda according to what is stipulated in article 21 of these statutes.
Once the decision to dissolve is made, the non-profit-making organisation will always mention that it is "an international non-profit-making association in settlement", according to article 23 of the law of January 16th, 2003. When the proposal to dissolve is approved, the general assembly will appoint a liquidator whose assignment they will describe.
In case of dissolution and settlement, the extraordinary general assembly will decide on the destination of the funds of the non-profit-making organisation. Those funds must be assigned to a non-profit-making organisation whose goals are, for as much as possible, the same as the ones of the association.
All decisions regarding the dissolution, the settlement conditions, the appointment and the termination of office of the liquidators, the closing of the settlement and the destination of the assets, will be filed at the registry and publicised in the Annexes of the Belgian State Gazette, according to what is stipulated in article 23 and 26novies of the law of January 16th, 2003 and the related implementing orders.