Charter of Incorporation
Article 1: Name -
Registered office - Duration
1.1. Name
An International
Scientific Association is formed in accordance with the Belgian Law of
October
25, 1919, as amended by the Law of December 6, 1954 (hereunder referred
to as "the Law"), under the name European Design and Automation
Association (EDAA) (hereunder referred to as "the Association").
1.2. Registered
office
The registered
office
of the Association is located in the offices of IMEC vzw, Kapeldreef
75,
3001 Leuven, Belgium.
It can be transferred to any other location in Belgium by a decision of
the Main Board, published in the annexes to the Belgian State
Gazette.
1.3. Duration
The Association is
formed for an unlimited duration. It can be dissolved at any time, in
accordance with the Law and its charter.
Article 2: Purpose
The Association is a
non-profit association. Its purpose is to operate for educational,
scientific
and technical purposes for the benefit of the international electronics
design and design automation community.
The Association will, in the field of design and design automation of
electronic circuits and systems, promote a series of high quality
technical international conferences and workshops across Europe and
will
cooperate actively to maintain harmonious relationships with other
national
and international technical societies and groups promoting the purpose
of the Association.
The Association may edit newsletters, to be published at regular
intervals and distributed to all members, and publications and realize
any projects of value to the design automation community.
The Association may carry out any activities and undertake
whatever measures or decisions that are deemed necessary or useful for
the achievement of its purpose.
The Association may not own real estate other than what may be
necessary to accomplish its purpose or for its management.
Article 3:
Membership
3.1. Admissibility
All natural persons
and non-profit legal entities, attending a conference/workshop
organized by the Association,will be allowed to register as members of
the Association.
Other natural persons and non-profit legal entities may, subject to
proper evidence of their direct relationship with the electronic
design and design automation community and to the approval of the Main
Board, apply for membership by sending an admission letter to the Main
Board. Should the applicant member have the support of five existing
members, the approval of the Main Board shall not be required.
Membership shall be granted for a two-year period and shall be
renewable.
3.2. Resignation
Members of the
Association may resign from the Association by sending a resignation
letter to
the Main Board. Resignation from the Association shall become effective
as from receipt by the Main Board of the resignation letter.
3.3. Fees
The Main Board of
the
Association can decide to charge a registration fee to all or certain
categories
of new or renewing members. The biannual fee shall not be recoverable
upon
resignation.
Article 4:
Organization of the Association
4. 1. The General
Assembly
4. 1. 1. Ordinary
and extraordinary general assemblies
An ordinary general
assembly shall be held once a year, at the date, time and place
determined each year by the Main Board. Any change in the date, time or
place of the
ordinary general assembly meeting shall be duly notified in advance to
the members of the Association.
Extraordinary general assemblies may be convened by the Chair of the
Main Board, at the request of not less than half of the Main Board or
not less than half of the members of the Association.
4.1.2. Notice of
meetings
Notice letters,
indicating the date, time, place and agenda in the event of change of
the ordinary general assembly and in the event of extraordinary general
assembly
shall be prepared and sent by mail to all members of the Association,
at their last address as appears from the Association's books, at least
eight weeks before the rescheduled date of the general assembly, and at
least two weeks before the scheduled date of an extraordinary general
assembly.
4.1.3. Participation
The general assembly
is composed of all members of the Association.
Every member of the Association shall be entitled to one vote.
Each member may designate a proxy holder, who shall have full authority
to represent, vote and act for such member in all matters coming before
the general assembly, provided that each member representative may not
represent more than five members.
4.1.4. Quorum and
majority
Except in the cases
where the present charter requires a greater quorum, the general
assembly
shall be validly constituted whatever the percentage of members present
or represented.
All resolutions shall be made by a simple majority vote of
the members present or represented, except in the cases where the
present charter prescribes otherwise
4.1.5. Powers
The following
matters
are reserved to the competence of the general assembly:
- amendments of the
charter
- approval
of the accounts
- election
of the Main Board
4.1.6. Minutes
The resolutions of
the general assembly shall be recorded in minutes, signed by the Chair
and the Secretary of the Main Board and kept in a special minute book.
The minute books shall be kept at the registered office, where all
members of the Association shall be able to consult it and make
copies, but without moving the books.
4.2. Main Board
4.2.1. Composition
The Association is
managed by a Main Board, composed of 12 members, elected by the general
assembly for a four-year term. One fourth of the members of the Main
Board shall be elected each year. One member of the Main Board at least
must be
of Belgian Nationality. Members of the Main Board can be reelected.
4.2.2. Powers
The Main Board has
the power to perform all lawful acts of management and administration,
with the exception of those specifically reserved for the general
assembly and the powers expressly delegated to the officers. The Main
Board shall, inter alia, elect the officers, create a conference
committee for the
conferences it organizes, review and approve the budget, as well as the
policies and activities which are promoted. The Main Board may, if
required,
establish internal regulations for the Association.
It may delegate special, well-defined powers to one or several persons.
4.2.3. Meetings,
quorum and majority
Annually, a meeting
of the Main Board shall be held immediately preceding the ordinary
general assembly. Other meetings of the Main Board shall be held as
determined by the Main Board. The Main Board may establish a regulation
on how to
put an item on the agenda for the board meetings.
Special meetings of the Main Board may be called by the Chair, or at
the request of not less than three of the members of the Main
Board.
Notice of all meetings shall be mailed, telegraphed or telephoned at
least seven days prior to the date of such meeting. Meetings may be
held without notice if all members of the Main Board are present or if
those not present waive notice of the meeting before the meeting.
Each member of the Main Board may designate a proxy holder
who shall have full authority to represent, vote and act on his behalf
in all matters coming before the Main Board, provided that no member
of the Main Board may represent more than one other member of the Main
Board.
The Main Board may deliberate validly if the number of members present
or represented is at least four.
The resolutions of the Main Board shall be made by a majority public
vote of the members of the Main Board present or represented, with the
exception of election of the Vice-Chair, Treasurer and Secretary, which
will require a two-third majority vote of the members present or
represented and will be secret. In case of tie, the vote of the Chair
shall be the deciding vote.
4.2.4.
Representation
After approval by
the
Main Board, all acts binding the Association shall be signed by the
Chair
or by the Secretary, or by two members of the Main Board, who shall be
under no obligation to justify to third parties the powers conferred
upon
them to that end, or by a proxy holder duly designated.The prosecution
of all lawsuits, as plaintiff or as defendant, shall be undertaken by
the Main Board, represented by its Chair, by a member appointed by the
latter for that purpose, or by the Secretary.
4.2.5. Minutes
The resolutions of
the Main Board shall be recorded in minutes, signed by the Chair and
the
Secretary and kept in a special minute book. The minute book shall be
kept at the registered office of the Association.
4.2.6. Resignation
Members of the Main
Board may resign from the Main Board by sending a resignation letter to
the Main Board. Resignation shall become effective as from receipt by
the Main Board of the resignation letter. The Main Board shall be
entitled to replace the resigning member, subject to the confirmation
of the appointment of the new member by the next ordinary general
assembly of members.
If resignations cause the number of board members, truly elected by the
general assembly, to go below six, then the main Board is obliged to
call for an extra ordinary general assembly, in order to elect new
board members.
4.3. Officers
4.3. 1. Officers
The officers are the
Chair, the Vice-Chair, the Treasurer and the Secretary. The Vice-Chair,
the
Treasurer and the Secretary shall be elected every two years by the
Main Board. The Vice-Chair shall replace the Chair leaving office.
Officers
shall remain in office until their successors are elected. Officers can
be re-elected at most two times consecutively in the same function.
4.3.2. Functions
The Chair of the
Main
Board shall preside all general assemblies, Main Board meetings and
shall
operate the EDAA procedures. He shall appoint the newsletter editor. He
may
fill vacancies of officers.
The Vice-Chair of the Main Board shall assist the Chair and preside all
general assemblies and Main Board meetings in the absence of the Chair.
Should the Chair and the Vice-Chair be absent, the Main Board shall be
presided by the member of the Main Board designated by the Chair.
The Treasurer shall manage the finances, the budget and the annual
financial report of the Association.
The Secretary shall maintain the records of membership and
of the meetings.
4.3.3. Report
The Officers shall
produce a written annual report on activities, finances and membership
and
present such report at the general assembly of the Association.
Article 5: Budget
5.1. Accounts
The budget year
shall
end on December 31 of each year.
The Treasurer shall submit the accounts for the budget year ended as
well as the budget for the next budget year to the Main Board. The
accounts shall be approved by the general assembly.
5.2. Budget
The Association's
operating and administrative expenses shall be supported by the
proceeds from
conferences or other events organized and from admission fees.
Article 6:
Disposition of the assets of the Association in the event of dissolution
Upon dissolution of
the Association, and after payment of all indebtedness and obligations
of any kind, the funds, investments and other assets of the Association
shall be equally dividedacknowledged in any of the last two conference
programs at that specific time, as having supported the Association.
Should no technical society be member of the Association at the time
of dissolution, the Main Board may decide to allocate the funds,
investments
and other assets of the Association to non-profit associations whose
purpose
is closely linked to the purpose of the Association.
Article 7:
Amendments to the Charter - Dissolution
7.1. Amendment
Without prejudice to
Article 5 of the Law, every proposal to amend the charter of the
Association shall emanate from the Main Board or from at least 25 of
the members
of the Association. The Main Board shall decide wether to hold an
immediate ballot or to carry out the ballot at the next general
assembly. The motion shall be put to the members in a communication.
The general assembly shall be validly constituted to amend
the charter when at least 50 members or 25 % of the members are present
or represented.
The resolutions shall be made with a majority of 70% of the votes of
the members present or represented.
Amendments to the charter shall become effective only after their
approval by Royal decree, and after the publication formalities,
prescribed by Article 3 of the Law shall have been complied with.
7.2. Dissolution
The general assembly
shall be validly constituted to dissolve the Association when at least
50
members or 25 % of the members are present or represented.
The general assembly shall vote with an eighty percent majority on the
dissolution of the Association and shall determine the modalities of
the dissolution and liquidation of the Association.
|
