Consititution of WhizzBang AISBL

Association internationale sans but lucratif

Important!

Note that only the French Version (official version registered in the national bulletin, pdf) is binding.

Official Version of our Constitution (in French)Download

The founding members constitute an international non-profit association (‘Internationale vereniging zonder winstoogmerk/international association without profit motive’) in accordance with the Companies and Associations Code (“Wetboek van vennootschappen en verenigingen/Act of 23 March 2019 on companies and associations ) and adopt the following statutes.

TITLE I – NAME – REGISTERED OFFICE – DURATION

Article 1

1.1. The Association shall be named ‘WhizzBang’.

1.2. All deeds, invoices, announcements, publications and other documents issued by the international non-profit association must bear the name ‘WhizzBang’ preceded or immediately followed by the words ‘International Non-Profit Association’ or the abbreviation ‘AISBL’ and the address of its registered office.

1. 3. The registered office of the Association is located in the Brussels-Capital Region.

1.4. The address of this registered office may only be changed by a decision of the General Assembly in accordance with the procedure laid down by law for amendments to the Articles of Association. This amendment must be published in the Annexes to the Belgian Official Gazette and the amended Articles of Association must be filed.

1.5. The Association is established for an indefinite period.

TITLE II – PURPOSE AND OBJECTIVE OF THE ASSOCIATION

Article 2

2.1. The non-profit purpose of the Association is as follows: the protection of consumers, taking into account in particular the realities of European unification, its real effects on consumers and the challenges of further European integration. This purpose includes, in particular, protecting consumers’ interests with regard to their health, protecting them against exploitation, both economic and of their attention (‘attention economy’), against discrimination and protecting their personal data and their freedom of choice (including the right to make informed choices).

The concerns and interests of people who reside, live, work or study in a country other than their country of birth or nationality (‘expatriates’) are particularly relevant in this regard.

The aim is, in particular, to guarantee, extend and intensify the participation of all in the benefits of European unification and to mitigate the disadvantages of the transformation processes, in order to complete the common area of freedom, security and justice, as we are convinced that the destiny of our Union will be decided according to the destiny of the most marginalised people.

One of the objectives is also to improve access to harmonised law in the Member States (including future candidate countries).

2.2. To achieve these objectives, the Association’s activities include, but are not limited to, the following:

  • information,
  • awareness-raising,
  • advice
  • legal defence of consumer rights (with or without a mandate).

To achieve these objectives and goals, the Association uses the opportunities offered by digital communication and virtual space and cooperates with EU institutions and other qualified institutions with a similar objective or goal.

The work is carried out taking into account the linguistic and cultural diversity of the European Union and its inhabitants.

2.3. It may perform all acts directly or indirectly related to its purpose or which may develop or facilitate the achievement of its objective. To this end, it may perform all useful legal acts, including the conclusion of contracts, the hiring of staff, the signing of contracts and the taking out of insurance policies, both nationally and abroad. In particular, it may lend its support and take an interest in any activity similar to its purpose.

2.4. It may obtain subsidies from public and private institutions, carry out sponsorship activities and send representatives at national and international level, as well as act as its own representative.

2.5. The Association is a non-profit organisation in accordance with the provisions of the Companies and Associations Code.

It is authorised to engage in commercial activities insofar as they correspond to its purpose as described in point 2.1 and insofar as the profits are used to achieve this purpose. It may own or acquire all movable and immovable property necessary for the achievement of its purpose and exercise all property rights and other rights in rem over such property.

2.6. With regard to the exercise of the Association’s activities, the Members do not seek to acquire direct gains and will not request the Association to provide such direct gains to the Members.

2.7. The Association is open to any cooperation with other associations when deemed appropriate by its Members.

TITLE III – MEMBERS

Section I

Categories of Members

Article 3

The Association has two categories of Members: Ordinary Members of the Association and Benefactor Members.

Article 4

4.1. Ordinary Members of the Association:

Ordinary Members of the Association shall, as ordinary members, have all the rights and obligations arising from the following provisions.

The founders are Ordinary Members of the Association.

4.2. Benefactor members:

Benefactor members support the Association through voluntary financial support, but are exempt from the rights and obligations of ordinary members of the Association, which arise from the following provisions.

Section II

Admission

Article 5

The number of members of the Association is not limited, but may not be less than three.

Article 6

The Association may admit new Members. New Members undertake to approve and comply with the provisions of the Articles of Association, in their current version, as well as all other provisions that have been adopted by the Association. In particular, Members undertake to pay an annual membership fee in accordance with the current membership fee regulations.

Article 7

7.1. Ordinary members of the Association

The admission of new ordinary members of the Association shall be decided solely by the administrative body, in accordance with the following procedure:

  • The prospective new ordinary member of the Association shall send an official and reasoned application to the Association, in accordance with the criteria set out in Article 8 for becoming an ordinary member of the Association and taking into account their commitments upon joining the Association.
  • The administrative body votes on whether or not to accept their admission by a qualified majority of two-thirds (2/3).
  • This decision is irrevocable and does not need to be justified.

7.2. Benefactor Members:

Membership as a Benefactor Member is initiated on the basis of a corresponding application from the new potential Benefactor Member (by letter, e-mail or via a corresponding form on the website www.euroconsum.eu), followed by a resolution of the administrative body and the subsequent sending of an agreement to be signed.

Article 8

8.1. All Members of the Association may be legal entities or natural persons.

8.2. Natural persons practising as solicitors or legal entities or partnerships managing law firms may not become members of the Association.

8.3. All Members of the Association must demonstrate their interest in the activities of the Association and agree to comply with the Association’s Articles of Association and internal regulations. All Members of the Association must contribute personally and in good faith to the proper functioning of the Association and the achievement of its objectives.

Article 9

The transfer of membership of the Association to a third party in the event of a sale, merger, demerger, separation, change of activity or following a court ruling, or for any other reason, is not permitted without the prior express written consent (letter or email) of the administrative body.

Section III – Termination of membership

Article 10

10.1. Membership of the Association shall automatically terminate for ordinary members of the Association and benefactor members who are natural persons in the event of death or loss of legal capacity and/or for legal persons at the end of their legal capacity.

10.2. Membership of the Association may also be terminated for Ordinary Members of the Association and Benefactor Members by resignation or exclusion from the Association or suspension of the Association.

Article 11

The resignation, suspension and exclusion of Members shall take place in accordance with the following procedure:

11.1. Ordinary Members of the Association

Resignation: Each member may resign from the Association with six (6) months’ notice until the end of the year.

  • The member shall inform the Board of Directors in advance and in writing of their resignation. The resignation statement does not need to be justified.
  • Expulsion: the General Assembly shall decide by a qualified majority of two-thirds (2/3) of the members present or represented on the expulsion of a member on the proposal of the Board of Directors, after finding that the Member has failed to comply with the internal rules or statutes of the Association or has failed to comply with the deadline required to lift a suspension. The agenda attached to the notice of the General Meeting must contain a reference to the vote on the exclusion of the ordinary Member from the Association. The Member to be expelled has the right to be heard by the General Meeting before the decision is taken.
  • Suspension: The General Meeting decides by a qualified majority of two-thirds (2/3) of the members present or represented to suspend a member if the latter no longer meets the criteria for membership of the Association set out in Article 6. The member liable to suspension shall be excluded from voting on their suspension. The Board of Directors shall notify the member of their suspension by registered letter with acknowledgement of receipt, stating the reasons and indicating a reasonable period of at least six (6) months to rectify the reasons for the suspension. The suspension of the member shall take effect three (3) working days after the corresponding letter has been sent. The Board of Directors or the General Assembly may lift the suspension after verifying that the conditions for membership of the Association are once again met. A suspended member shall be excluded from the deliberations of the Association. They shall lose their voting rights for the duration of the suspension, both at the General Meeting and at the Board of Directors. This decision shall be irrevocable and shall not require any justification.

11.2. Benefactor members

Membership as a benefactor member may be terminated by either party by giving three (3) months’ notice to the end of the year, without giving reasons. Termination of membership must be notified in writing by simple letter or e-mail.

Article 12

12.1. Members who have resigned, been suspended or expelled, as well as creditors and beneficiaries of members who have gone bankrupt, may not claim or request any statement of account, rendering of accounts, reimbursement of membership fees, affixing of seals or inventory. Members who have resigned, been suspended or expelled remain liable for all sums owed to the Association.

12.2. From the moment the resignation, expulsion or suspension takes effect, the member loses all rights and benefits in relation to the Association.

Article 13

Members do not incur any personal liability in relation to the obligations of the Association.

TITLE IV – MEMBERSHIP FEES AND RESOURCES

Article 14

14.1. Ordinary members of the Association

Ordinary members pay an annual membership fee. The amounts of the membership fees are set by the General Assembly in a regulation relating to membership fees. All new members must pay an admission fee upon joining the Association, equal to fifty (50) per cent of the current annual fee. The amount of the membership fees is determined to cover the Association’s expenses.

14.2. Benefactor members

Benefactor members support the Association through annual membership fees in accordance with the current membership fee regulations and, if necessary, through additional donations or personal commitment.

Article 15

The Association’s resources are:

  1. Membership fees and donations from its Members.
  2. Donations and funding from European projects.
  3. Funds received in remuneration for services rendered by the Association.
  4. Funds from the organisation of events.
  5. Any other resources valid under the law.

TITLE V – GENERAL MEETING

Article 16

The General Meeting is composed of all ordinary Members of the Association within the meaning of Article 4.1. of these Articles of Association, with the exception of suspended Members.

Article 17

The General Meeting has the powers expressly conferred on it by law, these Articles of Association or the internal regulations.

The following are reserved for its exclusive competence and require a qualified majority of two-thirds (2/3):

  1. the appointment and dismissal of the Board of Directors;
  2. where applicable, the appointment and dismissal of auditors, and the setting of their remuneration in cases where remuneration is awarded;
  3. the discharge to be granted to directors and auditors, where applicable;
  4. the approval of budgets and annual accounts;
  5. the exclusion and suspension of members;
  6. the establishment and amendment of the rules relating to membership fees;
  7. the validation of the internal rules of procedure when they are created and when they are subsequently amended
  8. the ratification of decisions taken pursuant to Article 25.6.

The following fall within the scope of four-fifths (4/5):

  1. Amendment of the Association’s Articles of Association;
  2. Voluntary dissolution of the Association;
  3. Transformation of the Association into a social enterprise.

Article 18

18.1. The General Meeting may be Ordinary or Extraordinary. At least one Ordinary General Meeting must be held each year, no later than six (6) months after the end of the financial year.

18.2. The Association may hold an Extraordinary General Meeting at any time by decision of the Board of Directors or at the request of at least one-fifth (1/5) of the ordinary members of the Association who are up to date with their membership fees. Such a request must be sent to the Board of Directors by registered letter with acknowledgement of receipt or by email with acknowledgement of receipt at least 40 days in advance.

Article 19

19.1. The Board of Directors shall invite all ordinary members of the Association by simple letter or email to the General Meeting at least seven (7) days before the date set for the Meeting.

19.2. The notice of meeting shall specify the date, time and place of the meeting.

19.3. Unless otherwise provided by law, the General Meeting may also be held virtually via video conference or another appropriate communication system. If this is to be used, this must also be indicated in the notice of meeting.

19.4. The agenda shall also be mentioned in the notice of meeting. Any proposal signed by one-twentieth (1/20) of the ordinary members of the Association must be included in the agenda.

Any relevant information shall be enclosed with the notice of meeting.

Article 20

20.1. Each ordinary member of the Association and each benefactor member shall be entitled to attend the General Meeting and may be represented by a proxy. The proxy must also be an ordinary member of the Association or a benefactor member.

20.2. Only ordinary members of the Association have the right to vote. All ordinary members of the Association have one vote.

20.3. Any ordinary member of the Association may also vote at the General Meeting by electronic means if this means of electronic communication allows them to participate directly, continuously and simultaneously with the ordinary members of the Association present and to cast their vote.

If one or more ordinary members of the Association participate in the General Assembly electronically, at least two (2) members of the Board of Directors must be present for the decision of the General Assembly to be valid.

20.4. The General Meeting is not open to the public. However, the Board of Directors may invite any person to attend all or part of the General Meeting as an observer or consultant.

Article 21

The General Meeting is chaired by the Board of Directors.

Article 22

22.1. Decisions of the General Meeting may only be taken on items included in the agenda attached to the notice of meeting.

However, the General Meeting may also take decisions on items not included in the agenda if at least two-thirds (2/3) of the ordinary members of the Association are present or effectively represented at the General Meeting.

22.2. The General Assembly may validly deliberate as soon as two-thirds (2/3) of the ordinary members of the Association are present or represented, except in the cases provided for by law or these Articles of Association. Decisions of the General Assembly shall be adopted by a simple majority of the votes duly cast, except in cases where otherwise provided by law or these Articles of Association.

In the event of a tie, the proposal is rejected.

Blank votes, invalid votes and abstentions are not counted in the votes and majorities.

22.3. If the quorum is not reached at the first General Assembly duly convened, a second meeting of the Assembly may not be held less than thirty (30) days after the second notice of meeting has been sent. The decision shall then be final, regardless of the number of ordinary members of the Association present or represented at the General Meeting, subject to the application of the relevant legal or statutory provisions.

22.4. The decision of the General Meeting may also be taken exclusively in writing, provided that it does not concern an amendment to the Articles of Association and that the decision is taken unanimously. In this case, the formalities for convening the General Meeting provided for in Article 19 of these Articles of Association need not be observed. The Board of Directors and, where applicable, the auditor may, at their request, take note of these decisions.

Article 23

The General Meeting may only validly deliberate on the dissolution of the Association, amendments to the Articles of Association, the exclusion of Members from the Association or its transformation into a company or social enterprise in accordance with the special conditions of quorum and majority required by the provisions of Articles 17 and 22.

Article 24

24.1. The decisions of the General Assembly shall be recorded in minutes signed by two (2) members of the Board of Directors.

24.2. These minutes shall be collected in a register of minutes which shall be kept at the registered office where all ordinary members of the Association may consult them, but without removing the register, after submitting a written request to the Board of Directors with which the ordinary member of the Association must agree on the date and time of the consultation.

TITLE VI – ADMINISTRATION OF THE ASSOCIATION

Article 25

25.1. The Association shall be administered by a Board of Directors composed of a minimum of one (1) and a maximum of three (3) natural or legal persons, appointed by the General Meeting for an indefinite term.

If a legal entity is appointed as a director of the Association, the mandate shall be exercised by a natural person as the legal representative of the legal entity.

25.2. The appointment of directors shall be made by the General Assembly, taking into account the quorum provided for in Article 17.1 of these Articles of Association.

25.3. Directors may be dismissed at any time by the General Assembly, subject to the quorum provided for in Article 17.1 of these Articles of Association.

The term of office of directors shall also end:

  • upon receipt of a letter of unilateral resignation from the director addressed to the Board of Directors;
  • upon the death of the director.

25.4. Directors must be ordinary members of the Association within the meaning of Article 4.1 of these Articles of Association.

25.5. Outgoing directors of the Board of Directors are eligible for re-election.

25.6. Directors shall be remunerated. The amount of remuneration shall be set each year by the General Meeting of members for the twelve (12) months to come. In addition, expenses incurred in the performance of their duties for the benefit of the Association shall be reimbursed upon presentation of supporting documents.

Article 26

26.1. In the event of a vacancy during a term of office, a substitute director may be appointed temporarily by the Board of Directors, who shall perform this function until the next General Meeting.

26.2. The substitute director must be confirmed by the General Assembly in accordance with the provisions of these statutes, in particular the provisions of Articles 17.1 and 18.2.

Article 27

27.1. The Board of Directors has the broadest powers for the administration and management of the Association. The only matters excluded from its competence are those reserved by law or these Articles of Association to the General Assembly.

27.2. The Board of Directors manages all the affairs of the Association

It also prepares the annual accounts for the past financial year and the budget for the following financial year. Both must then be confirmed by the next General Assembly of members.

27.3. However, the Board of Directors may delegate the day-to-day management of the Association, and the powers of representation of the Association in the context of this management, to a management body composed of one or more directors delegated to day-to-day management – if they are members of the Board of Directors – and/or to one or more delegates for day-to-day management – if they are not members of the Board – whom it shall select from among the ordinary members of the Association and whose powers it shall determine.

Documents relating to the appointment or termination of the functions of persons delegated to day-to-day management shall be filed without delay with the registry of the competent commercial court and published, by the registrar, in extract form, in the annexes to the Belgian Official Gazette as required by the Companies and Associations Code.

27.4. The Board of Directors represents the Association and defends its interests. To this end, the Board of Directors represents the Association vis-à-vis third parties and public authorities, as well as in all judicial and extrajudicial acts. It may, however, entrust this representation to a representative body composed of one or more directors. – vis-à-vis third parties and public authorities, as well as in all judicial and extrajudicial acts. However, it may entrust this representation to a representative body composed of one or more directors and/or one or more third parties to the Association acting individually or jointly, as the case may be.

The Board of Directors is competent to determine the powers and fees of third parties.

The entire Board of Directors must be copied on all written communications made on behalf of the Association vis-à-vis external third parties. All such written communications must be archived and made available for consultation upon request by any ordinary member of the Association.

Article 28

The directors, the persons delegated to day-to-day management, and the persons authorised to represent the Association shall not, by virtue of their functions, incur any personal liability in relation to the commitments of the Association.

Article 29

29.1. The Board of Directors shall meet whenever the interests of the Association so require and whenever one of the directors so requests.

29.2. The Board of Directors shall send notices of meetings by registered letter, fax or e-mail at least eight (8) calendar days before the date of the meeting, or in urgent cases three (3) days before the meeting.

The notice of meeting shall contain the agenda, the date and the place where the meeting will be held. The documents to be discussed by the Board of Directors shall be attached to this notice. If, exceptionally, they are unavailable at the time of the notice of meeting, they must be available for consultation before the said Board meeting.

29.3. The Board may invite any person whose presence it deems necessary to attend its meetings, but only in an advisory capacity.

Article 30

30.1. The Board of Directors may validly deliberate if at least half of the directors are present or represented, unless otherwise provided by law, regulations or the Articles of Association.

A director may be represented on the Board of Directors by another director, bearing a written proxy designating him or her by name, with each director being entitled to hold only one proxy.

30.2.

Decisions are taken by a simple majority of votes.

30.3. The decisions of the Board of Directors may also be taken in writing. However, the prerequisite for the adoption of such a written resolution is that it be adopted unanimously.

The resolution adopted in writing must also be confirmed by the Board of Directors at the next physical meeting of the Board of Directors, and the necessity of the written resolution must be justified.

30.4. The Board of Directors may only take decisions on items that have been announced in the agenda attached to the notice of meeting. Resolutions on items not announced in the agenda may only be adopted if at least half of the directors are present or duly represented.

Article 31

The decisions of the Board of Directors shall be recorded in minutes signed by two (2) members of the Board of Directors. The minutes shall be recorded in a special register kept at the Association’s registered office. Any member with a legitimate interest may inspect the minutes without removing the register from the premises.

TITLE VII – MISCELLANEOUS PROVISIONS

Article 32

32.1. Internal rules of procedure shall be presented by the Board of Directors to the General Meeting. The General Meeting shall vote on their acceptance in accordance with the provisions of Article 17.7 of these Articles of Association.

32.2. The General Meeting may decide on amendments to the internal regulations by a majority of four-fifths (4/5) of its members present or represented.

Article 33

33.1. The financial year shall begin on 1 January and end on 31 December.

33.2. The accounts for the past financial year and the budget for the following financial year shall be submitted annually to the Ordinary General Assembly for approval by the Board of Directors.

The accounts and budgets shall be kept and, where applicable, published in accordance with the Code of Companies and Associations.

Article 34

The accounting documents are kept at the registered office, where all ordinary members of the Association may inspect them, but without removing them, after submitting a written request to the Board of Directors in which the member must agree on the date and time of the consultation.

Article 35

Where applicable, and in all cases where required by law, the General Assembly shall appoint an auditor, chosen from among the members of the Institute of Company Auditors, to audit the Association’s accounts and present an annual report. The auditor shall be appointed for four (4) years and may be re-elected.

Article 36

36.1. The dissolution of the Association shall take place in accordance with the applicable legal provisions and the provisions of these Articles of Association.

The Association shall be dissolved automatically if it has fewer than three members.

36.2. In the event of dissolution of the Association, the General Assembly or, failing that, the court shall appoint the liquidator(s), determine their powers and give instructions as to the allocation of the Association’s net assets.

36.3. After any debts have been settled, the Association’s assets shall be allocated to an association, foundation or institution pursuing a similar purpose to that of the dissolved Association; if there are several associations/foundations/institutions of this type, the General Assembly shall distribute the assets as it sees fit; if there are none, the assets shall be allocated to the association, foundation or institution whose purpose is closest to that described above.

36.4. All decisions relating to the dissolution, the conditions of liquidation, the appointment and termination of the liquidator(s), the closure of the liquidation, and the allocation of the net assets shall be filed with the registry of the Commercial Court and published, under the responsibility of the registrar, in the Annexes to the Moniteur in accordance with the Companies and Associations Code. the Associations Code.

Article 37

Any matters not expressly provided for in these Articles of Association shall be governed by the Companies and Associations Code.

Article 38

38.1. The working languages of the Association are German and English.

38.2. Decisions and documents to be published in the annexes to the Belgian Official Gazette shall be written in French. A German translation is available at the Association’s headquarters.

38.3. In the event of a conflict between the French and German versions of these Articles of Association, the French version shall prevail.

Constitution of 2023-12-14; last altered by the general assembly of 2024-02-16.