ESTRO Cancer Foundation statutes
On 10 November 2011,
Before us, Prof. Gerard INDEKEU, notary public having his office at Brussels, have appeared:
the European Society for Therapeutic Radiology and Oncology (“ESTRO”), an international association under Belgian law, having its registered office at Avenue Mounier 83/12, 1200 Woluwe – Saint – Lambert, registered with the BCE under the number 0432.894.370, hereby represented by Prof. Dr. Jean Bourhis, President, and Prof. Vincenzo Valentini, President-Elect pursuant to a specific mandate granted by the association’s Board of Directors on 23 September 2011, who have declared to found a public benefit foundation with the following articles of association:
SECTION I: NAME – FOUNDER –OFFICE – DURATION
Article 1. The public benefit foundation is named [ESTRO Cancer Foundation].
All deeds, invoices, announcements, publications and other documents that emanate from the foundation shall mention the abovementioned name, immediately followed or preceded by the words “public benefit foundation” as well as its registered office address.
Article 2. The founder is:
The European Society for Therapeutic Radiology and Oncology (“ESTRO”), an international association under Belgian law, having its registered office at Avenue Mounier 83/12, 1200 Woluwe – Saint – Lambert, registered with the BCE under the number 0432.894.370.
The foundation’s registered office is situated at Avenue Mounier 83/12, 1200 Woluwe – Saint – Lambert.
The registered office may be relocated to any other place in Belgium upon a decision by the board of directors deciding with a simple majority of the directors present or represented.
Such decision shall be published in the Annexes to the Belgian State Gazette.
Article 3. The foundation is established for an unlimited duration.
SECTION II: OBJECT – ACTIVITIES – CAPITAL
Article 4. The foundation’s object is to promote radiation and oncology, and support professional development, medical education and research in the field of radiation and oncology in its largest sense.
Article 5. The purpose of the foundation is to serve the professions of radiation and oncology. This may include, without being exhaustive:
- increase fundraising for the purposes of the ESTRO Cancer Foundation: solicit and collect the financial means needed for the realisation of its objects, such as, but not limited to, organising fundraising and receiving gifts, grants, loans, donations and contributions;
- facilitate the development and support of research in the fields of radiation and oncology;
- disseminate information related to radiation and/or oncology to the public to raise the awareness of radiation and/or oncology and to insist on the positive aspects of these specialties;
- participate in and/or lead public affairs and advocacy activities;
- participate in or organise any other activity which adds to the benefit of radiation and/or oncology;
- support medical education in the fields of radiation and oncology by, for example, training professionals or granting scholarships or awards to young medical specialists or otherwise;
- support and facilitate the mobility and exchange of trainees and professionals in the fields of radiation and oncology.
The foundation may, further, carry out all transactions regarding movable assets and real estate that directly or indirectly help to realise the foundation’s object.
Article 6. The founder contributes EUR 25,000 to the foundation.
The foundation’s resources will further consist of all gifts, grants, donations and contributions it may receive.
Its Board of Directors will manage the foundation’s assets.
SECTION III: GOVERNANCE
Subsection 1 – Board of Directors
Article 7. The foundation is governed by a Board of Directors that consists of at least three members and not more than six members.
Article 8. The founder appoints the Board members.
The founder shall appoint as Board members: the founder’s immediate Past-President, the founder’s President, the founder’s President-Elect and the founder’s Treasurer.
The founder’s immediate Past-President chairs the Board. The founder’s President acts as the foundation’s incoming Chair of the Board. The Board members appoint as secretary, the founder’s CEO.
Without prejudice to Article 7, if any of the persons mentioned under the previous paragraphs (the founder’s immediate Past-President, the founder’s President, the founder’s President-Elect and/or the founder’s Treasurer) declines a mandate within the foundation’s Board, then the founder’s Board of Directors can appoint other persons to the foundation’s Board, who must be representative of ESTRO’s activities. Such other persons will preferably be chosen among the founder’s Board members. Upon special motivation by the founder’s Board, the founder may appoint other highly recognised persons in the field(s) of radiation and/or oncology to the foundation’s Board.
If the chairman is hindered to assist a Board meeting, the eldest (other) director present at the meeting will take over his function for the duration of the Board meeting.
The Board of Directors acts as a college.
Article 9. A director who is appointed pursuant to Article 8 because he/she is the founder’s President, the founder’s immediate Past-President or the founder’s President-Elect, is appointed for a period of two years.
The director appointed because he/she is the founder’s Treasurer, is appointed for a period of six (6) years, not renewable.
The other directors are appointed for a period of three (3) years, once renewable, unless the founder decides otherwise.
Notwithstanding the previous paragraph, each director shall serve until its successor is appointed pursuant to these articles and effectively assumes its duties.
Article 10. A director's mandate will end either upon such director's death, by such director resiging or being dismissed by the founder, of by the expiration of his mandate without ir being renewed.
A director who wishes to resign, shall, to this end, address a written resignation letter to both the Board of Directors and the chairman of the Board of Directors.
A director may also be dismissed by judgment of the court of first instance in the cases foreseen by law, such as in case of gross negligence. Nothing in these articles precludes the founder from dismissing a director without motivation and with immediate effect.
Article 11. The Board of Directors shall meet every time the interests of the foundation require a Board meeting to be held, and at least twice a year.
The Board of Directors must hold a meeting if requested by at least two directors.
Notices to attend shall be sent by the chairman to each director by postal mail, facsimile or email, at least 7 days before the date of the Board meeting, except in case of urgency duly motivated in the minutes of the meeting.
The agenda of the Board meeting shall be submitted together with the notice to attend.
Article 12 If a director cannot be present at a Board meeting, such director may give a proxy to any other director. No director may have more than one proxy.
Article 13. Except if otherwise stated in these articles of association, the Board of Directors shall validly meet if the majority of directors is present or represented. Decisions will be taken by a simple majority vote.
Each director has one vote, without prejudice to Article 12. Abstentions. Invalid votes are not counted in the calculation of the majorities. In the event of a tied vote, the chairman (or the director replacing him) shall have the casting vote.
Provided all Board members agree to do so, the Board can take written resolutions in case of urgency, but must motivate the foundation’s interest in having such written resolutions.
The Board of Directors may also validly meet by video conference, telephone conference or internet conference and may define the procedures for such meeting techniques.
Article 14. The deliberations by the Board of Directors are recorded in the Board minutes by the secretary, and kept in a register at the registered office. Board minutes will be signed by the chairman and by the President-Elect.
The chairman, or the director replacing him, is authorised to deliver copies or extracts of the Board minutes.
The chairman will make sure that the directors are sent a copy of the Board minutes during the month following the Board meeting.
Article 15. The Board of Directors has full power to carry out all acts, or to do anything that is necessary or expedient for the realisation of the foundation’s object.
Subsection 2: Daily management and special proxies
Article 16. The Board of Directors may, under its own responsibility, delegate the daily management of the foundation, including the related powers to sign, to the founder’s CEO, who will bear the title of manager (‘délégué à la gestion journalière’).
In the interest of good co-ordination with the founder’s activities, and to the extent possible, the foundation’s manager will be the same person as the person appointed as daily manager of the founder from time to time.
The manager’s mandate will end either upon such manager’s death, by such manager resigning or being dismissed, or by the expiration of his mandate without it being renewed.
Article 17. The Board may also grant a specific power of attorney to any person of its choice, whether or not such person is a director (hereafter the attorney).
Subsection 3 – Audit, Fund raising and Programme Committees
Article 18. The foundation’s Board of Directors shall at least appoint an Audit Committee, a Fund Raising Committee and a Programme Committee. The Board may issue internal regulations on the composition, procedures and competencies of such committees. Each Committee is chaired by one of the Board members. The other members of the committees are not necessarily Board members. No person shall be member of more than one committee.
Article 19. The members of the Audit Committee are appointed by the foundation’s Board upon proposal by the founder’s Board of Directors, it being understood that the founder’s Board of Directors shall to the extent possible propose its own members or the members of the founder’s audit committee as candidate members of the foundation’s Audit Committee.
Article 20. The foundation shall be audited by the founder’s auditor, on a yearly basis. The results of such audit will be communicated to the founder, to the foundation’s Board and to the members of the Audit Committee, together with the annual financial report. The foregoing applies, even if the foundation is under no legal obligation to appoint an auditor.
Article 21. The members of the Fund Raising Committee and the Programme Committee are appointed by the foundation’s Board.
The Fund Raising Committee will consist of experts specialised in radiation and/or oncology and representatives of industry or other public or private funding organisations. The Board may also appoint professional experts in fund raising to the Fund Raising Committee.
As regards the Programme Committee, the foundation’s Board of Directors will seek to appoint committee members who represent together all professional components of radiation and oncology.
Article 22. The Fund Raising Committee will advise the Board of Directors in defining the foundation’s fund raising strategy, objectives and approach.
Article 23. The Programme Committee will advise the Board of Directors in defining the projects which will be supported and funded by the foundation.
Article 24. The Fund Raising Committee and the Programme Committee may submit proposals to the foundation’s Board.
To this end, the committee members may be present at the foundation’s Board meetings whenever the board decides on issues within the competency of each respective committee. On such occasions, the committee members are not allowed to vote at Board meetings.
Article 25. Each committee may validly meet by video conference, telephone conference or internet conference. The Board of Directors may define the procedures for such meeting techniques.
Subsection 4 – Representation
Article 26. Without prejudice to the powers delegated to the manager or to the attorney, either the chairman acting alone or two directors signing jointly can validly sign and engage the foundation without having to provide the third party concerned with any proof of their powers.
Subsection 5 – Conflict of interest
Article 27. If a director directly or indirectly, has a financial conflict of interests related to a decision or a transaction to be taken by the Board of Directors, the concerned director must inform the other directors of such conflict of interests before the Board’s deliberations on the decision or transaction. The director’s declaration, and the reasons justifying the conflict of interests, must be included in the Board minutes of the board meeting deciding on the subject in question.
The Board of Directors will describe the nature of the decision or transaction and the justifying reasons for which the decision was taken, as well as the financial consequences for the foundation.
The director concerned will abstain from voting on the decision or transaction for which he has a conflict of interests.
The rules set out in this article do not apply if the decisions to be taken by the Board concern regular day-to-day transactions that are entered into under at arm’s length conditions.
The rules set out in this article apply mutatis mutandis to conflicts of interest of members of one of the committees referred to under Subsection 3.
SECTION IV: ACCOUNTING
Article 28. The foundation’s accounting year will start on January 1 and end on December 31 of each year. Notwithstanding the foregoing, the foundation’s first accounting year will start at the day of its incorporation and end on December 31, 2011.
Article 29. Each year and at the latest six months after the closing date of each accounting year, the Board of Directors will produce the annual accounts of the past accounting year. Similarly, one month before the beginning, the Board will define the budget of the following accounting year.
SECTION V: AMENDMENT OF THE FOUNDATION’S ARTICLES
Article 30. Any amendment to the foundation’s articles requires the consent by the founder’s Board and by all members of the foundation’s Board of Directors.
SECTION VI: MISCELLANEOUS
Article 31. In case of dissolution, the foundation’s assets and liabilities will be allocated to ESTRO IVZW/AISBL or, in case ESTRO IVZW/AISBL no longer exist at that moment, to an institution pursuing an object similar to the foundation’s object.
Article 32. Everything that is not explicitly foreseen in these articles of association is subject to the provisions set out in the Act of June 27, 1921 regarding the non-profit organisations, international non-profit organisations and the foundations.
Article 33. The directors appointed by the founder upon incorporation of the foundation are:
These directors are appointed for a period terminating on (date).
[to be included in separate Board resolutions:
- Appointment of Audit Committee, Fund Raising Committee, Programme Committee and as the case may be drafting of internal regulations for such committees;
- Appointment of the auditor;]
This is an English translation of the articles of association of the public benefit foundation of ESTRO, known as ESTRO Cancer Foundation and is solely meant for communication purposes only. The legal text will be published in the government gazette of Belgium in French and/or Dutch
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