EUROPEAN NUCLEAR SOCIETY (“ENS”)
1000 Brussels, Av. des Arts 56
Juridical district of Brussels
RLP Corporate Number: 0478.307.097
ARTICLES OF ASSOCIATION
HEADING I - NAME, REGISTERED OFFICE, TERM, ACCOUNTING PERIOD
The non-profit-making association shall be known as “The European Nuclear Society”; abbreviated “ENS”.
The registered office is established at Av. des Arts 56, 1000 Brussels in the judicial district of Brussels.
The registered office may be transferred to another location in the judicial district by a decision of the General Assembly.
The association is constituted for an unlimited period. It can be dissolved at any time.
The dissolution of the association is regulated in article 31 and article 32 of the articles of association.
The accounting period starts on the 1st of January and terminates on 31st December of each year.
HEADING II – AIMS
The aims of the association are to promote and to contribute to the advancement of science and engineering in the field of the peaceful uses of nuclear energy by all suitable means and in particular by:
a) Fostering and co-ordinating the activities of the Member Organisations;
b) Encouraging exchanges between the Member Organisations;
c) Encouraging the exchange of scientists and engineers between different countries;
d) Disseminating information;
e) Ensuring that the Association has adequate means of publication;
f) Sponsoring meetings devoted to scientific and technical matters;
g) Fostering engineering education and training;
h) Encouraging scholarships;
i) Co-operating with international governmental and non-governmental organisations and with other organisations having similar aims;
j) Promoting international standardisation in the nuclear field;
k) Encouraging the formation of organisations of nuclear scientists and engineers in places where no such organisations yet exist.
The association can undertake any operations either directly or indirectly related to its aims and can share activities that are similar or connected to its aims.
HEADING III – MEMBERSHIP
The association shall be made up of:
The definition of the active members is stipulated in article 7 of the articles of association.
The definition of the non-active members is stipulated in article 8 of the articles of association.
The number of active members is not to be limited. They are to be a minimum of three in number.
Any legal entity that fulfils the criteria mentioned below and that is accepted at the General Assembly can be admitted as an active member.
The General Assembly shall decide on the admission of members without having to give reasons for its decision.
The definitions of the active members are specified as follows:
« Member Organisation »:
Any organisation of nuclear scientists and engineers that has at least 50 paid-up members and which has national activities is eligible to become a «Member Organisation» and may be admitted subject to the approval of the General Assembly.
« Corporate Member »:
Any organisation operating in the nuclear field is eligible to become a «Corporate Member» and may be admitted, subject to the approval of the General Assembly.
« Corporate Members » shall be sought from among scientific and technical organisations and cultural foundations, universities or industrial organisations that are active in the nuclear field.
The Board of Directors may admit other members as non-active members.
The definitions of the non-active members are specified as follows.
« Associate Member »:
Organisations of nuclear scientists, engineers, technologists and/or any members of other professions having aims and constitutions as «learned societies», being willing to comply with the statutes and aims of the Association, but which are not eligible as «Member Organisations» may be admitted as « Associate Member », subject to the approval of the Board of Directors.
« Honorary Fellow »:
Individuals, who have made a significant contribution to the advancement of nuclear science and engineering, are eligible for admission as «Honorary Fellows», subject to the approval of the Board of Directors.
« International Section »:
The <<International Section>> shall be open to employees of inter-governmental nuclear agencies and to nuclear scientists, engineers and other professions interested in nuclear energy, for whom membership of a «Member Organisation» is neither appropriate nor available, subject to the approval of the Board of Directors.
The non-active members do not enjoy of all the rights of membership. Their rights are stipulated in the statutes below and in the internal rules (by laws).
Upon their admission, members are subject to the statutes and internal rules of the Association.
The members are not responsible for the debts of the Association.
The active and non-active members pay an annual subscription to meet the costs of the Association. The amount of this annual subscription is set by the General Assembly and will amount to maximum 30 000 Euro.
The «Honorary Fellows» do not have to pay a subscription.
In case of resignation or exclusion of a member its fees shall remain committed for the current year and possibly also for the following year (see article 12).
Membership can be terminated:
By the withdrawal of a member of the Association addressing his resignation by registered letter to the Board of Directors, at least 3 months before the end of the year, otherwise the member is obliged to pay the subscription fee for the following year.
By the expulsion of a non-active member pronounced by the General Assembly based on a majority decision of two thirds of the votes present or represented.
By the dissolution of a « Member Organisation », « Corporate Member » or « Associate Member ».
In the event of the death of an « Honorary Fellow ».
Any member resigning or being expelled as well as their legal successors have no rights to the social funds of the association. They may not reclaim any bills, fix any seals or make claims for any inventory.
HEADING IV – THE GENERAL ASSEMBLY
The General Assembly consists of all Active Members.
Each «Member Organisation» with up to 200 individual members, who has paid its dues, has the right to 10 votes, which will be carried out by an appointed representative. For every 20 additional individual members, the «Member Organisation» has a right to one more vote up to a maximum of 100 votes.
Each «Corporate Members» has the right to one vote, which will be carried out by a delegate.
The non-active members are not part of the General Assembly. However, they enjoy the right of attending the General Assembly but not the right to vote.
No votes in writing are permitted, however electronic voting is permitted for urgent matters and for the admitting of new members.
All votes are weighted unless specified otherwise in the articles of association.
The powers of the General Assembly are:
To modify the statutes;
To adopt and to modify the internal rules (by-laws);
To admit new active members;
To expel active members;
To pronounce the voluntary dissolution of the Association;
To appoint and dismiss the directors, the President and the Vice-Presidents;
To approve the annual accounts and budget;
To take any decisions that may exceed the limits of the powers that are conferred upon the Board of Directors either legally or in accordance with the statutes;
To appoint and dismiss the auditors and to determinate their remuneration;
To discharge a member of the Board of Directors and the auditors;
To decide on the conversion into an association with social aim.
The above mentioned powers are not exhaustive. All of the powers that are not expressly reserved for the Board of Directors by the law, by the statutes or the internal rules (by-laws), will be exercised by the General Assembly.
The General Assembly is to be chaired by the President of the Association. The President is chosen by the General Assembly between its members.
Every Assembly chooses a secretary. The secretary is occupied with the formalities of the meeting like drafting the minutes.
The General Assembly is to meet at least once per year in order to approve the annual accounts. The Annual Meeting of the General Assembly will take place in the first half year of the financial year at the registered office or any other place mentioned in the convocation.
The Assembly must meet in an extraordinary session when not less than one-fifth of the members non-weighted require it to do so. Such a request shall be addressed by registered letter to the President by giving the reason thereof and by indicating the respective agenda.
It can be, furthermore, summoned by the Board of Directors as and when the interests of the Association make this necessary. The auditors can also convene the General Assembly, as when the interests of the Association make this necessary.
All Assemblies are to take place on the days and at the time indicated in the convening notice.
All the members should be invited for each General Assembly.
The notices of the meetings are to be drawn up in writing by the President and sent out to each member with at least four weeks advance notice. In case of the unavailability of the President, the notices are made by the Vice-President(s).
The documents related to the agenda shall be provided at least four weeks before the date of the Assembly.
The notices of the meetings are to indicate the proposed agenda.
The Assembly is deemed as being legitimately convened regardless of the number of members who are present or represented and its decisions will be taken upon the simple majority of votes cast; in the event of a tie in the voting, the President shall have the casting vote.
Decisions of the Assembly on the powers listed in point 1, 3, 4, and 5 of article 15 (modification of the statutes, dismissal and nomination of the active members, dissolution of the association) are not to be taken, unless subject to the special conditions of the attendance of active members mustering two-thirds of the voting rights, and with a two-thirds majority of the votes.
However a modification related to the aim or aims for which the association is founded, can only be taken with an attendance of two-third of the Active Members and with unanimity of the votes of the present Active Members.
In case that at the first Assembly less than two third of the Active Members are present or represented, a second Assembly can be convened that is deemed to be validly convened and can legitimately deliberate and decide on the agenda, as well as execute all modifications with a majority of votes as stipulated hereunder, notwithstanding the number of present or represented Active Members. The second Assembly will be held later than fifteen days following on the first Assembly. The decisions are deemed to be accepted with a two-thirds majority of the votes of the present or represented Active Members. In case of modification of purpose, decisions are not to be taken, unless a four-fifth majority of the votes of the present or represented Active Members.
The Assembly may only discuss the points mentioned in the agenda. As an exception, a point not mentioned in the agenda may be discussed provided that half of the active members are present or represented and accept that this point may be added to the agenda but no decisions can be made.
Voting shall take place by a show of hands unless a secret ballot is demanded by an Active Member.
Any active member, who is in possession of a duly signed written proxy, can represent another active member.
The decisions of the General Assembly are to be recorded in a special register and signed by the President and the secretary and by those members, who may wish to do so and are to be held at the association’s registered office, where those who are interested may take note of them, but without removing the registers.
HEADING V – THE BOARD OF DIRECTORS
The association is managed by a Board of Directors made up of a minimum of 3 and a maximum of 12 members, plus the President of the Association, the Deputy President (Immediate Past President) and possibly a non-voting Honorary President. In any case the number of members of the Executive Board may maximum amount to one less than the number of Active Members.
The members of the Board of Directors are to be appointed by the General Assembly on the basis of a simple majority of the votes of those present and represented.
When appointing the members of the Board of Directors, the General Assembly will assure that the Board of Directors represents all Active Member with 100 votes, one Active Member with at least 50 votes, one member of the Nordic countries, one member of the Mediterranean countries, two members of Central and Eastern European countries and one Corporate Member.
If the President comes from one of Active Members listed in §3 (Article 22), the Active Member has the right to nominate an additional member to the Board of Directors, as the President is considered disassociated with their National Society in order to maintain neutrality.
A director is appointed for a period of 2 years. The director is eligible for re-election; in any case, his/her term ends at the latest on the day of his/her 67th birthday. This rule applies for all existing and future appointments of directors.
The directors are non-remunerated, unless otherwise decided by the General Assembly. However, expenses incurred in carrying out their task may be reimbursed.
The Board of Directors is to consist of:
A President (to be appointed by the General Assembly)
A Deputy President (Immediate Past President)
Vice President(s) (to be appointed by the General Assembly)
Possibly an Honorary President
The President shall be appointed by the General Assembly between its members for a term of 2 years. The President cannot be re-elected immediately for a consecutive term.
The President has the task of calling and chairing meetings of the General Assembly and of the Board of Directors.
The General Assembly shall appoint up to three Vice Presidents. The Vice Presidents are to be elected for a term of 2 years and can be re-elected for up to a maximum of three times.
The mandate of the President, the Vice Presidents and the Treasurer and other Directors are revocable at every moment.
The Board of Directors can delegate its powers to one or several directors, third parties or committees. The tasks and the functioning of these directors, third parties and committees are stipulated in the internal rules (by laws).
The Board of Directors shall meet at least twice each year or at the request of at least one-fifth of the directors.
The President shall call the meetings of the Board of Directors.
The summoning notice of a meeting of the Board of Directors is to be sent out in writing at least 4 weeks prior to the date that is fixed for the meeting. It is to contain the agenda for the meeting. The Board may only discuss the points mentioned in the agenda.
As an exception, a point not mentioned in the agenda may be debated if two thirds of the members that are present or represented give their agreement but no decisions can be made. The topic has to be brought again to the agenda of the next meeting where it shall be discussed and possibly decided.
The Board of Directors may not legitimately make decisions unless at least half of its members are present or represented. Decisions are to be taken on a simple majority of the votes, with that of the President being a casting vote.
The decisions made are to be noted in a register of the minutes of meetings.
HEADING VI: TREASURER - SECRETARY-GENERAL
The Board of Directors is to appoint a Treasurer (member of the Board of Directors) and a Secretary-General.
The Treasurer will supervise all financial administration such as the establishment and keeping of accounts, making tax returns, handling the formalities for payment of taxes on assets and VAT, the annual budgets prepared by the Secretary General and informing the Board of Directors regarding the financial position of the Association.
The Secretary-General is in charge of the day-to-day management and is handling the administration of the Association. The Secretary-General has the task of drafting the minutes of the meetings and of ensuring the safekeeping of documents.
He is to make arrangements for obligatory publications in the annexes of the Belgian State Gazette and to regularly update the list of members and, if need be, providing the accounts to the Office of the Clerk of the Magistrate’s Court. The services of the Secretary-General can be paid for.
HEADING VII – AUDIT
The auditors are to be appointed by the General Assembly on the basis of a simple majority of the votes of those present and represented.
An auditor is appointed for a period of 3 years. The auditor may be re-elected.
The remuneration of the auditor will be decided by the General Assembly.
HEADING VIII – FINANCIAL RESOURCES
The financial resources of the Association shall consist of:
Subscriptions paid by the «Member Organisations» , «Corporate Members», Associate Members and the «International Section»;
Donations, bequests and legacies;
Grants and subsidies;
Any other resources or revenues, which may result from the Association’s activities.
HEADING IX – DISSOLUTION
Dissolution is governed by the Law governing non-profit-making associations.
In the event of premature dissolution of the Association, the General Assembly, which has made this decision will, if need be, appoint liquidators, determine their powers and after discharging of all debts, will decide on the destination of the property and assets of the dissolved association, in disposing of the property in question for use by a body that has been created as far as is possible with similar aims to the dissolved association.
HEADING X – MISCELLANEOUS CONDITIONS
Anything that is not expressly covered in these present statutes is to be governed in conformity with the Law governing non-profit-making associations.