TITLE I: Legal Form – Name – Registered Office – Purpose – Duration
Article 1: Name and Legal Form
The association takes the form of a non-profit association.
It shall bear the name “European Radon Association ERA.”
Article 2: Registered Office
The registered office is established in the Flemish Region. It may be transferred to any place in the bilingual Brussels-Capital Region or in the Dutch-speaking region by a simple decision of the Executive Committee (EC), which has full authority to formally record any resulting amendment to the statutes, provided that such a move shall not entail a change in the language of the statutes.
Article 3: Non-profit Purpose and Activities
The association has the following non-profit purpose:
- To participate in and promote activities that reduce the population’s risk from radon, which is recognized as a significant cause of lung cancer.
To achieve this purpose, the association shall engage in the following activities:
- Raising public awareness of radon risks, radon measurements, remediation, and prevention in new buildings.
- Ensuring, developing, and adapting quality standards for radon measurement, remediation, and prevention in new constructions.
- Providing an effective partnership between field professionals and other interested public and private stakeholders.
- Acting as an advisory body regarding radon-related laws and regulations.
- Organizing an annual radon conference or workshop combining scientific presentations with technical exhibitions by companies active in the radon sector.
- Pursuing the highest standards of integrity and objectivity.
The Association acts selflessly in its activities. Its funds may be used only for purposes consistent with its statutes and in the public interest. It may not grant personal benefits to anyone through compensation inconsistent with its objectives.
Article 4: Duration
The association is established for an indefinite duration.
TITLE II: Members
Section I: Admission
Article 5: Members
The number of members is unlimited but may not be fewer than three.
The founders are the first members.
Each member acknowledges and accepts the statutes, the ethical code, and, if applicable, the internal regulations.
The association has the following categories of members:
- Ordinary Members: natural persons from various sectors (research, education, authorities, companies, private organizations, partnerships, etc.) interested in and supportive of the association’s activities. Ordinary members in good standing may identify themselves as members, use the ERA logo, and vote at the General Assembly.
- Corporate Members: companies or organizations active in the radon field that support the association. Corporate members in good standing have the same rights as ordinary members, including the right to vote Art. 13 old and use the ERA logo.
- Associate Members: representatives of sister organizations outside Europe or of international organizations dealing with radon. They pay no membership fees and have no voting rights.
- Student Members: full-time students not employed in the radon field. They pay less membership fees and have no voting rights.
- Honorary Members: individuals recognized by the Executive Committee for exceptional contributions to the association or to radon science/technology. They pay no membership fees and have no voting rights.
Article 6: Admission Procedure
Membership is open to anyone involved in any aspect of radon issues.
The Executive Committee decides on admission upon receiving a motivated written or emailed application indicating name and address.
Within two months, the EC must decide, and within eight days after that decision, the applicant is notified.
The EC may refuse membership with justification; such refusal cannot be appealed in court.
Section II: Withdrawal and Exclusion
Article 7: Withdrawal
§1. Any member may resign at any time by notifying the EC by mail or email.
§2. In case of death, bankruptcy, insolvency, liquidation, or incapacity, membership ends automatically. A member who fails to pay dues within two months of written notice of a reminder is deemed to have resigned.
§3. Resigning members have no claim to the association’s assets or refunds of contributions.
§4. A resigning member may not demand or request an overview, account, seal or inventory.
Article 8: Exclusion
§1. The EC may exclude a member for a legitimate reason, including:
- acting contrary to the association’s purpose;
- violating the statutes or the ethical code.
§2. The member concerned must be notified at least two weeks in advance and has the right to be heard and submit written comments. If the member concerned has chosen to communicate with the association by post, the proposal shall be communicated to him by registered letter.
§3. The member whose exclusion is requested must be heard by the Executive Committee. He also has the opportunity to submit his comments in writing and in accordance with the same procedures to the Executive Committee in advance, after the proposal for his exclusion has been communicated to him.
§4. Exclusion requires a quorum (half the members present or represented) and a majority vote.
§5. The decision is communicated within fifteen days.
§6. Excluded members have no claim to assets or refunds.
§7. An excluded member may not demand or request an overview, account, seizure or inventory.
Article 9. Membership fees
Members pay an annual fee, the amount of which is determined by the Executive Committee.
TITLE V: Administration – Control
Article 10: Executive Committee
The association is governed by an Executive Committee (EC) composed of at least four members and at most twelve members.
Only citizens of European countries may be members of the Executive Committee.
The members of the Executive Committee are appointed by the general assembly for a maximum of two years. The term of office begins on 1 January of the year following the year of the election.
If, upon appointment, no candidate has obtained a majority of votes, a second ballot is held between the (two) candidates who obtained the most votes.
In the event of a tie in the revote, the oldest candidate shall be elected.
The general assembly may terminate the mandate of any member of the Executive Committee at any time and without giving reasons, with immediate effect.
The general assembly may not stipulate a notice period or severance pay.
Retiring members are eligible for reappointment.
The mandate of outgoing EC members who are not reappointed shall cease at the end of the year of the general assembly that has deliberated on the re-election.
Any member of the Executive Committee may resign by simply notifying the Executive Committee. He may take the necessary steps to oppose the termination of his mandate to third parties.
A EC member is obliged to continue to perform his duties after his resignation until his replacement is found within a reasonable period of time.
If a EC member’s position becomes vacant before the end of his term of office, the remaining EC members have the right to co-opt a new EC member.
The next general assembly must confirm the term of office of the co-opted EC member. Upon confirmation, the co-opted EC member shall complete the term of office of his predecessor, unless the general assembly decides otherwise. In the absence of confirmation, the term of office of the co-opted EC member shall end at the end of the general assembly, without prejudice to the regularity of the composition of the Executive Committee up to that point.
Article 11: Chairmanship
The EC elects a Chair (President) from among its members. It may also appoint a Vice-Chair (vice-President), Treasurer, and/or Secretary. If the chairperson is unable to attend, he shall be replaced by the vice-chairperson or, in the absence of a vice-chairperson, by another EC member appointed by his colleagues or, in the absence of agreement, by the oldest EC member present.
The composition shall be well balanced with respect to various scientific and technological sectors within the radon field. When the President is coming from the private sector the Vice-President shall be from the non-private sector and vice versa. All members of the Executive Committee have voting rights.
The President can be elected for two consecutive two years periods.
Article 12. Convening of the Executive Committee
The Executive Committee shall be convened by the chairperson or, if he is unable to do so, by the vice-chairperson or secretary or, in the absence of a vice-chairperson and secretary or if they are unable to do so, by another EC member appointed by his colleagues.
The meeting shall be convened in writing, at least two weeks before the meeting, except in cases of urgency. In the latter case, the nature and reasons for the urgency shall be stated in the notice of meeting or in the minutes of the meeting.
The Executive Committee will meet not less than once a year. It shall meet as often as the chairperson deems necessary, or on the initiative or request of 3 of the other Committee Members.
Article 13. Decision-making by the Executive Committee
The Executive Committee may only deliberate and take valid decisions if at least half of its members are present or represented. Each EC member may grant a proxy to one of his colleagues to represent him at a specific EC meeting and to vote in his place. This proxy must be in writing. The principal is then deemed to be present.
An EC member may not represent more than one of his colleagues at the same time.
An EC member may also, provided that half of the members of the Executive Committee are present in person, express his opinion in writing and cast his vote in writing. The Executive Committee may only validly deliberate and decide on matters not included in the agenda if all members are present at the meeting and agree to this.
The decisions of the Executive Committee may be taken by unanimous written agreement of all EC members. The decisions of the Executive Committee are taken by majority vote.
In the event of a tie, the chair of the meeting has the casting vote. However, if the association has only two EX members, the chair of the EC loses their casting vote until the Executive Committee once again consists of at least four members.
The EC members will comply with their obligations as members of the EC, as well as those arising from the delegations or working groups assigned to them by the EC.
Article 14. Minutes of the Executive Committee
The decisions of the Executive Committee are recorded in the minutes, which are signed by the chair of the meeting and the EC members who request it. The minutes are kept in a special register. The proxies, as well as the opinions and votes cast in writing, are attached to them. Members of the EC may request that their opinions or objections to a decision of the Executive Committee be included in the minutes.
All copies and extracts of the minutes shall be signed by one or more members of the Executive Committee authorised to represent the association, in accordance with Article 15, §2 of these articles of association.
Article 15. Powers of the Executive Committee
§1. The Executive Committee is authorised to perform all acts necessary or useful for the realisation of the association’s object and purpose, except those for which, according to the law or these articles of association, only the general assembly is authorised.
§2. The Executive Committee represents the association, including representation in court.
Without prejudice to the general power of representation of the Executive Committee as a body, all deeds binding on the association, in and out of court, shall be valid when signed by the chairperson and the treasurer acting jointly.
They shall not be required to provide proof of their powers to third parties.
Article 16. Remuneration of directors
The general assembly shall decide whether or not the director’s mandate shall be exercised free of charge.
If the director’s mandate is remunerated, the general assembly shall determine the amount of this fixed or proportional remuneration by an absolute majority of votes. This shall be recorded under general expenses, separately from any representation, travel and transport expenses.
Article 17. Day-to-day management
The Executive Committee may assign the day-to-day management, as well as the representation of the association in relation to that management, to one or more persons, whether or not they are members of the Executive Committee.
The Executive Committee shall determine whether they act alone, jointly or as a body.
Day-to-day management includes both actions and decisions that do not go beyond the needs of the day-to-day running of the association, and actions and decisions that, either because of their minor importance or because of their urgent nature, do not justify the intervention of the Executive Committee.
The delegates for day-to-day management may grant special powers of attorney to any agent within the framework of that management.
The Executive Committee determines any grants and remuneration for the delegates to the day-to-day management. It may dismiss them at any time.
The Secretary is responsible for all purely administrative work of the Association. He/she will expedite certifications, maintain the Members and Minutes Records, files and correspondence, and is responsible for the custody of the Association’s documents, ensuring the presentation of information on Executive Committee designations, General Assemblies.
The Treasurer will collect and safeguard the association’s funds and will comply with the payment orders given by the Executive Committee or, if necessary, by the President. He/she shall intervene in all receipts and payments made by the Association, noting them in the Accounts Book, and present a state of the accounts to the Executive Committee for approval. The Treasurer is responsible for the custody of budget and balance reports to the Authorities.
Article 18. Supervision of the association
Where required by law and within the legal limits, the supervision of associations shall be entrusted to one or more commissioners, appointed for a renewable term of three years.
TITLE VI: General Assembly
Article 19. Composition
The general assembly consists of all members.
Article 20. Powers
The general assembly exercises the powers conferred on it by law and these articles of the statutes.
This includes the following exclusive powers that can only be exercised by the general assembly:
1° amending the articles of association;
2° appointing and dismissing the directors and determining their remuneration, if any;
3° appointing and dismissing the auditor and determining his remuneration;
4° granting discharge to the directors and the auditor and, where applicable, bringing an action against the directors and auditors on behalf of the association;
5° approving the annual accounts and the budget;
6° dissolving the association;
7° the conversion of the non-profit association into an IVZW (international non-profit association), a cooperative company recognised as a social enterprise or into a recognised cooperative company social enterprise;
8° to make or accept a contribution in kind from a public authority;
9° all other cases required by law or these articles of association.
Article 21. Organisation and convening
An ordinary general assembly shall be held in person each year.
The General Assembly may take place in person, online, or in a hybrid format, as decided by the Executive Committee.
When held online or in a hybrid format, appropriate technical means shall be used to ensure the identification of members, the security of communications, and the reliability of votes cast.
The Executive Committee and, where applicable, the auditor, must convene the general assembly in the cases specified by law and these articles of association, as well as whenever the interests of the association so require or when at least one third of the members so request. In the latter case, the members shall indicate the items on the agenda in their request. The Executive Committee or, where applicable, the auditor shall convene the general assembly twenty-one days after the request for convocation, and the general assembly shall be held no later than the fortieth day after this request.
The notices convening a general assembly shall state the agenda. Any proposal signed by at least one-twentieth of the members shall be included on the agenda.
They shall be sent by e-mail to the members, the EC members and, where applicable, the auditors at least fifteen days before the general assembly.
Members, directors and, where applicable, auditors who so request shall be sent a copy of the documents that must be submitted to the general assembly by law, without delay and free of charge.
Any person may waive the notice and shall in any case be deemed to have been duly notified if they are present or represented at the assembly.
By exception, and notwithstanding the requirement that the notice convening the General Assembly shall state the agenda, the General Assembly may, in cases of force majeure or urgent necessity, deliberate and decide on matters not previously included in the agenda, provided that:
- the situation is declared as such by a two-thirds majority of the members present or represented;
- the matter is of such a nature that its postponement until a subsequent General Assembly would cause serious prejudice to the interests of the Association;
- any decision adopted under this provision shall be immediately communicated to all members who were not present or represented, together with a justification of the urgency; and
- such exceptional inclusion of an item not on the agenda is proposed by the Executive Committee.
Article 22. Access to the general assembly
In order to be admitted to the general assembly and to exercise voting rights, a member must be registered as such in the register of members.
The notice of assembly may stipulate that, in order to participate in the general assembly, members must also notify the association of their intention to attend at least five working days before the assembly, either by letter sent to the association’s registered office or by email sent to the association’s email address.
If the agenda so requires, one or more observers may attend the general assembly and, with the permission of the chair of the assembly, address the general assembly. The general assembly may request these observers to leave the assembly for those items on the agenda for which their presence is not required.
When the general assembly deliberates on the basis of a report drawn up by the auditor, he shall participate in the assembly.
Article 23. Meetings
The general assembly shall be chaired by the chairperson of the Executive Committee or, in his or her absence, by the vice-chairperson or, failing that, by the oldest director present. If no director is present, the general assembly shall be chaired by the oldest member present.
The chairperson shall appoint a secretary.
Article 24. Deliberations
§ 1. Each ordinary member has one vote. Each corporate member has two votes per company, regardless of the number of ordinary members belonging to that company.
§2. Each member may give another member written authorisation to represent them at the general assembly and to vote on their behalf.
Each member may only participate in the general assembly with one such proxy.
A proxy granted remains valid for each subsequent general assembly to the extent that the same agenda items are dealt with, unless the principal is no longer a member of the association.
§ 3. All general assemblies may only decide on the proposals included in the agenda, unless all persons who must be summoned are present or represented and, in the latter case, provided that the proxies expressly state this. In accordance with Article 21, the General Assembly may exceptionally deliberate and vote on matters not listed on the agenda when such inclusion has been duly proposed by the Executive Committee and or declared by a two-thirds majority of the members present or represented as a case of force majeure or urgent necessity. Decisions taken under this provision shall be limited to measures strictly necessary to safeguard the interests of the Association and shall be immediately communicated to all members who were not present or represented.
§ 4. Except in the cases provided for by law or these articles of association, decisions shall be taken by a majority of votes, regardless of the number of members present or represented at the general assembly.
§ 5. Resolutions passed about alterations to the statutes or dissolution shall require a two-thirds majority of the votes cast at the General Assembly.
Article 25. Minutes
§ 1. The minutes of the decisions of the general assembly shall be recorded in a register kept at the registered office. They shall be signed by the chair of the general assembly and the secretary, as well as by any members present who so request.
Possible addition: The attendance list and any reports, proxies or written votes shall be attached to the minutes.
The register of minutes shall be kept at the registered office of the association, where all members may inspect it without the register being moved.
Copies for third parties shall be signed by one or more members of the Executive Committee authorised to represent the association.
TITLE VII: Financing – Financial Year – Internal Regulations
Article 26. Funding
In addition to the contributions paid by members, the association will be funded by donations, bequests, and income from its activities, among other things.
Article 27. Financial year
The association’s financial year commences on 1 January and ends on 31 December of each year.
On the latter date, the association’s accounts are closed and the Executive Committee draws up the annual accounts in accordance with the applicable legal provisions. The Executive Committee also draws up a budget proposal for the following financial year.
The Executive Committee submits the annual accounts for the previous financial year and the budget proposal for the following financial year to the annual general assembly for approval.
Article 28. Internal regulations
Internal regulations may be drawn up by the Executive Committee and submitted to the general assembly for approval. Amendments to these internal regulations may be made by the general assembly, decided by a simple majority of the members present or represented.
TITLE VIII: Dissolution – Liquidation
Article 29. Dissolution
The association may be dissolved at any time by a resolution of the general assembly taken under the same conditions as for the amendment of the object or the non-profit purpose of the association. The reporting obligations applicable in accordance with the law shall be observed in this regard.
Article 30. Liquidators
In the event of dissolution of the association, for whatever reason and at whatever time, the directors in office shall be appointed as liquidators pursuant to these articles of association if no other liquidator has been appointed, without prejudice to the right of the general assembly to appoint one or more liquidators, define their powers and determine their remuneration.
Article 31. Allocation of net assets
In the event of dissolution and liquidation, the entire existing fund shall be transferred to the International Federation of Red Cross and Red Crescent Societies (IFRC) to support their activities for the benefit of public health.
This transfer shall take place after all debts, charges and costs of the liquidation have been settled or the necessary sums have been set aside to pay them.
TITLE IX: General Provisions
Article 32. Choice of residence
For the purposes of these articles of association, any member, director, auditor or liquidator residing abroad shall choose as their place of residence the registered office, where all notices, reminders, summonses and notifications may be validly served on them if they have not chosen another place of residence in Belgium for all relations with the association.
Article 33. Jurisdiction
For any dispute concerning the affairs of the association and the implementation of these articles of association between the association, its members, directors, auditors and liquidators, exclusive jurisdiction is granted to the court in whose jurisdiction the registered office is located, unless the association expressly waives this right.
Article 34. Common law
The provisions of the Companies and Associations Code, from which no valid deviation has been made, shall be deemed to be included in this deed, and clauses that conflict with the mandatory provisions of the Code shall be deemed not to have been written.