EEA Statutes (as approved as of June 20, 2024, English Version)

IVZW European Economic Association (EEA)
Egmontstraat 11
1000 Brussels
KBO 0429.064.949
RPR Brussels in Dutch

STATUTES

In accordance with art. 39 of the Act of 23 March 2019 introducing the Code of Companies and Associations and containing various provisions, the General Assembly vote electronically on DD-MM-2023 and decided to bring the association's articles of association into compliance with the Code of companies and associations. It does this by abolishing its existing articles of association in its entirety and replacing it with the text that follows.
 

PART I. THE ASSOCIATION

Article 1. Legal Form and Name

The association takes the form of an international non-profit association. 

It goes by the name “European Economic Association” or “EEA” for short. 

Whenever the name of the association is used, this name must be preceded or followed by the words “international non-profit association” or abbreviated “IVZW”.


Article 2. Registered Office

The association has its seat in the Brussels Capital Region.

The registered office can be moved by simple decision by the administrative body to any location within the aforementioned Region and provided that the applicable language legislation does not require a change to the articles of association.

The seat can be moved by the General Assembly to anywhere, subject to a decision by a simple majority. If this exceeds the boundaries of the aforementioned Region, or if the applicable language legislation requires an amendment to the articles of association, an amendment to the articles of association will be implemented.

Any transfer of registered office pursuant to this article must be announced in the Appendices to the Belgian Official Gazette.

The association can set up administrative and operational offices, agencies and branches, offices and warehouses, both in Belgium and abroad, where and when it deems it necessary, by simple decision of the governing body.


Article 3. Duration

The association exists for an indefinite period and can be dissolved at any time.


Article 4. Objectives & Aims

An Association pursues a selfless goal in the context of one or more specific activities that it has as its object. It may not, directly or indirectly, distribute or provide any financial benefit to the founders, members, directors or any other person, except for the disinterested purpose specified in the articles of association.

The selfless purpose of the association consists of:

• Fostering the development of economic science throughout Europe
• Promoting the careers of PhD students and junior faculty
• Improving communication and contact between scholars, researchers and students in economics in the different European countries;
• Building bridges between researchers, faculties, students, policy makers, research fields and disciplines, academic institutions, policy-making organizations, research centers and countries across Europe, including Israel and Turkey.
• Promoting both applied and theoretical, as well as a diversity of scientific approaches.

The association can perform all actions in the broadest sense, including owning or using movable and immovable property that contributes or is conducive to this.

The activities of the association in pursuit of this selfless goal include:

• Organizing conferences, which can be both virtual and hybrid in nature;
• Organizing events, job fairs and workshops, which can be both virtual and hybrid in nature;
• Publishing an academic journal;
• Disseminating information;
• Setting up subcommittees with specific objectives (as defined by the Council).
• Opening bank accounts abroad.

In addition, the association can develop and carry out all activities that directly or indirectly contribute to the realization of the aforementioned selfless purpose, including commercial and profitable activities, financial investments, fundraisers and donations, within the limits of what is legally permitted and the proceeds of which will at all times be fully intended for the realization of the disinterested purpose specified in the articles of association.

All this can be interpreted in the broadest sense.


Article 5. Operating Resources

To the extent permitted by law, the association derives its income from membership contributions and from proceeds from its activities and investments, and it can obtain additional financing, for example through donations, sponsorships, subsidies, legacies, financial income.

PART II. MEMBERSHIP, GENERAL ASSEMBLY AND ADMINISTRATIVE BOARD 

Article 6. Membership

6.1. Number of Members

The association is composed of an indefinite number of members, but always has a minimum of two (2) members.

6.2. Effective and Affiliated Members

The association can count effective and affiliated members. The term “member” (or derived words such as “members” or “membership”) in these deeds and articles of association refers exclusively to the effective members, unless expressly stated otherwise. The legal provisions only apply to effective members.

6.2.1. Effective Members (Individual)

Full membership, including the right to vote at the general assembly meeting, is exclusively vested in effective members, provided that no membership contribution is in arrears. Effective membership is open to persons who are involved in economics as a science through their profession, education or position. They can actively participate in association meetings and activities. Their name is listed in the membership register. The founding members are the first individual members of the association.

6.2.2. Joined Members (Institutional)

Joined members can be admitted to the association under the conditions to be determined by the Board and if they provide material support to the association. They have no voting rights at the general assembly meeting.

6.3. Membership Commencement

The effective membership takes effect after completing a registration form and payment of the membership fee. This all happens online and is dependent on accepting the association code of conduct. Membership cannot be granted to applicants who do not accept the EEA Code of Conduct.

6.4. Member Register

A membership register is maintained in electronic form. This register states the surname, first name and address of employment of the members. Membership is evident from this register. Each member may be asked to provide an email address to communicate with him / her. Any communication to this email address is deemed to have been made validly.

The administrative board records all decisions regarding the admission, withdrawal or exclusion of members in the membership register.

All members can view the membership register. To this end, they must submit a written (e-mail) request to the administrative body. The governing body must adhere to current data policy regulations, so the information provided may be limited.

6.5. Membership Contribution

Members pay a periodic membership contribution. The amount is determined (and, if necessary, changed) by decision by the Board.

No member, affiliated member, heir or legal successor of a member or affiliated member, nor anyone else, can claim ownership of the association. Not during membership, nor upon termination of membership for any reason, nor upon dissolution of the association.

The maximum amount of membership contribution that can be requested from members is EUR 10,000.00.

6.6. Suspension of Membership

If a member behaves contrary to the conditions of membership, the obligations of members or acts contrary to the code of conduct, the objectives or the purposes and goals of the association, the Board may suspend the membership of that member until the next general assembly meeting at which a decision must be made on whether or not to terminate membership. If, for privacy reasons, the General Assembly cannot obtain information about the nature of the reasons for suspension, an ad-hoc Ethics Committee will be established to make a final decision on termination.

6.7. End of Membership

6.7.1. End by Operation of Law

The death, declaration of incapacity or liquidation of a member automatically entails the termination of that member's membership.

6.7.2. Withdrawal of a Member

A member can withdraw from the association at any time by communicating his wish to withdraw to the Board. In this case, no refund of membership contributions will be given.

This is done by sending an e-mail with notification of the resignation, addressed to the official e-mail address of the association, provided that this resignation is confirmed by e-mail by the association.

The withdrawal takes effect immediately, without notice period, starting from the sending of the email.

If the number of members falls below the legal or statutory minimum due to the withdrawal of a member, the withdrawal and, if applicable, the notice period will be automatically suspended until a replacement is found within a reasonable but sufficiently long period of time.

Withdrawal does not release the member from his obligation to pay any sums or membership contributions still owed.

6.7.3. Exclusion of a Member

A member's membership may be terminated at any time by a decision of the general assembly, convened by the Board or at the request of at least 1/5 of the members, in compliance with the attendance and majority requirements prescribed for an amendment to the articles of association.

The exclusion of a member must be indicated in the convocation. The member is informed by the Board about the reasons for the exclusion. The member will be invited to speak at the general assembly meeting and may be assisted by a lawyer and/or an external accountant.

In the event of an investigation by an ad-hoc Ethics Committee or Ombudsperson, the General Assembly will be informed of the recommendation.


Article 7. The General Assembly Meeting

7.1. Composition

The General Assembly meeting consists of the members. As stated earlier, the members here mean: the effective members.

Unless the General Assembly decides by a simple majority to assign the Chairpersonship to someone else, the General Assembly meeting is chaired by the Chairperson of the Board or, in his / her absence, by the Secretary, or, in his / her absence, by the eldest of those present. The chairperson appoints a secretary if the Secretary of the Board is absent. If no members of the Board are present, the General Assembly meeting will be postponed to a later date.

7.2. Powers

The following exclusive powers are exercised exclusively by the General Meeting:

• amending the articles of association
• appointing and removing directors by vote, on the proposal of the Board of directors
• the members of the board of directors are appointed from candidates nominated by the general assembly
• appointing and removing commissioners
• granting discharge to the directors and the commissioners, as well as, where appropriate, instituting the association's action against the directors and the commissioners
• approving the annual accounts and the budget
• dissolving the association
• the exclusion of a member in accordance with Article 6.7.3.
• the conversion of the association into a non-profit organization, a cooperative company recognized as a social enterprise or into a recognized cooperative company as a social enterprise
• the powers that would be exclusively assigned to the general assembly elsewhere in these articles of association

7.3. Meetings and Decisions of the General Assembly Meeting

7.3.1. Convocation

The meetings of the General Assembly are convened by the Board and, where appropriate, by the auditor:

• in the cases determined by law or by the articles of association
• when at least one fifth of the members so request
• whenever the purpose or interests of the association so require.

In any case, the General Assembly meeting must be convened at least once a year to approve the accounts of the past year and the budget of the following year.

The annual meeting is held within six months after the end of the financial year, more specifically on the last Thursday of June at 11:00 am at a location announced in advance, albeit also electronically, as indicated in the notice of meeting. If the aforementioned date falls on a Sunday or legal holiday, the meeting will take place on the following working day and at the same time.

The Board, or where applicable the auditor, shall convene the General Assembly meeting within twenty-one (21) days after the request for convening and the General Assembly meeting shall be held no later than the fortieth (40) day after this request.

The special or extraordinary General Assembly meetings are held on the day and at the time stated in the notice convening the meeting.

All members, directors and commissioners are summoned to the General Assembly meeting at least fifteen (15) days in advance by registered letter or electronic mail. The notice states the date, time, place and agenda of the meeting. Each proposal, signed by at least one twentieth of the members, is placed on the agenda.

A copy of the documents that must be submitted to the General Assembly meeting according to the CAC shall be sent immediately and free of charge to members, directors and commissioners who request it.

7.3.2. Agenda

The agenda is determined by the Board.

Every proposal signed by at least one twentieth of the members will be placed on the agenda. It must be provided to the Board no later than thirty (30) days before the time of the general meeting.

Items that are not on the agenda cannot be dealt with unless all members are present or represented at the meeting and this is decided unanimously.

7.3.3. Place and Virtual Meeting

The place of the meeting is stated on the notice.

Any meeting can be organized virtually, in particular via electronic media. More specifically, all members may participate in a meeting by means of a conference call or similar electronic communications equipment that allows all persons participating in the meeting to hear each other. Members can also cast their votes electronically.

7.3.4. Quorum

The General Assembly can validly deliberate and decide, regardless of the number of members present and represented, unless the Articles of association or the CAC state otherwise.

The General Assembly can only validly deliberate and decide on amendments to the Articles of association if at least 2/3 of the members are present or represented at the meeting.

If less than the minimum required number of members are present or represented at the first meeting, a second meeting may be convened. It can validly deliberate and decide and adopt changes regardless of the number of members present or represented. The second meeting may not be held within 15 days following the first meeting.

Members may only be represented at the General Assembly by another member and only if this has been made known to the board in advance.

Each person can have an unlimited number of powers of attorney.

7.3.5. Majorities

With the exception of the cases provided for by law and the articles of association, decisions of the general meeting are taken by a simple majority of votes (present or electronic).

Amendments to the articles of association can only be decided with a majority of 2/3 of the votes cast electronically as well as the votes of members present or represented, with abstentions not being included in either the numerator or the denominator. The voting takes place electronically.

If the amendment to the articles of association relates to the object or disinterested purpose of the association, it can only be adopted with a majority of 4/5 of the votes of the members present or represented, with abstentions not being included in either the numerator or the denominator.

At the general meeting each member has one (1) vote.

7.3.6. Report of the Meeting

Minutes are drawn up for each meeting. The minutes are stored electronically and are available to association members upon simple request by e-mail.


Article 8. The Administrative Board

8.1. Composition

8.1.1. Composition

The association is managed by a collegial Board consisting of at least three (3) Board members and a maximum of five (5) Board members.

However, the number of Board members can never be higher than the number of members of the General Assembly. This means that one cannot appoint more directors than there are members of the General Assembly. It also means that if the membership of the General Assembly falls below the number of directors at a certain point, the Board must slim itself down.

If and as long as the General Assembly consists of only two members, the association can and should exceptionally be managed by only two (2) Board members. As long as the Board has two members, any provision that grants a board member a casting vote will automatically lose its effect.

The Board elects a chairperson and a secretary from its Board members.

8.1.2. Nomination

The Board members are appointed by the General Assembly, by a simple majority of votes of the members present or represented.

The Board members are chosen from the Council, who are also members of the association.

The appointment is for a fixed period of three (3) years.

Board members can be reappointed indefinitely.

When a legal entity takes up a mandate as a member of the Board (or as executive director, if permitted by the articles of association), it must immediately appoint a natural person as permanent representative who will be charged with carrying out that mandate in the name and on behalf of the legal entity. This permanent representative must meet the same conditions as the legal entity and is jointly and severally liable with him / her as if he / she had carried out the mandate in question in his own name and for his own account. The rules on conflicts of interest for managers and members of the board apply, where appropriate, to the permanent representative. The permanent representative cannot sit on the board (or executive board, if applicable) in his own name or as permanent representative of another legal entity director. The legal entity may not terminate permanent representation without simultaneously appointing a successor. The disclosure rules for the appointment and termination of the mandate of the legal entity also apply to its permanent representative.

8.1.3. Replacement and Co-Optation

If a Board member's position becomes vacant before the end of his / her mandate, the Board member is not immediately replaced. We will wait until the next General Assembly meeting, at which an additional director can be elected.

Only if the statutory or statutory minimum number of Board members is no longer met due to the disappearance of the member, will the other directors co-opt a replacement for the director who has disappeared. The next General Assembly meeting must confirm the mandate of the co-opted director.

8.2. Powers

The Board is authorized to perform all actions that are necessary or useful to achieve the object of the association, with the exception of those for which the General Assembly is authorized by law.

Without prejudice to the obligations arising from collegial management, in particular consultation and supervision, the board members may divide the management tasks among themselves. This division of tasks cannot be invoked against third parties, even after it has been made public. Non-compliance does jeopardize the internal liability of the director(s) involved.

The Board may delegate part of its management powers to one or more third party non-directors, without this transfer relating to the general policy of the association or the general management authority of the board.

The Board can issue internal regulations. The internal regulations and any changes thereto will be communicated to the members in writing or electronically.

8.3. Representation by the Board Members

The Board represents the association in all legal and extrajudicial actions. The Board of the association is by law a collegial administrative body, it makes its decisions collegially and represents the association by the majority of the board members.

Without prejudice to that fact, the articles of association may, in accordance with Article 9:7 §2 CAC, grant one or more directors the authority to represent the association alone or jointly. Such a representation clause can be invoked against third parties under the publication conditions as determined in article 2:18 CCA. These articles of association stipulate the following:

The rule is adhered to. If two directors have been appointed, both directors must act together, as the majority of the members of the board. They must jointly represent the association towards third parties and in court, both as plaintiff and defendant.

If three or more directors have been appointed, they can each separately represent the association vis-à-vis third parties and in court, both as plaintiff and defendant. The aforementioned applies to administrative acts up to and including 50,000 (fifty thousand) euros. For administrative acts with a value exceeding 50,000 (fifty thousand) euros, the Board will act through joint representation by the majority of its Board members.

To the extent that these statutory deviations or other decisions on the power of representation would impose restrictions, such a restriction cannot be invoked against third parties, even if it has been made public. The same applies to any division of tasks among directors authorized to represent.

The Board representing the association may appoint representatives of the association. Only special and limited powers of attorney for certain or a series of specific legal acts are permitted. The authorized representatives bind the association within the limits of the power of attorney granted to them, the limits of which are enforceable against third parties in accordance with what applies to mandates.

8.4. Remuneration

The General Assembly determines whether each Board member's mandate is paid or unpaid. If it has not made a decision on this matter, the mandate is deemed to be unpaid until the General Assembly decides on this matter, retroactively if necessary.

8.5. Meetings and Decisions of the Board

8.5.1. Method of Summons

The Board meets after being convened by the chairperson or the secretary, as often as the interests of the association so require and when a Board member requests the chairperson or the secretary.

The notice is sent by e-mail at least eight (8) days before the time of the board meeting, unless urgency requires a shorter notification time.

The notice contains the date, time and place of the meeting, as well as the agenda. The agenda is drawn up by the chairperson or secretary.

8.5.2. Quorum

The board can validly deliberate and decide, regardless of the number of board members present.

Each member may be represented at a meeting by another member, subject to written proxy, who may exercise the associated voting rights. Each director can only represent one (1) other director.

Directors may participate in the meeting via conference call or similar electronic communications equipment that allows all persons participating to hear each other. Such participation is equated with personal appearance at the meeting.

8.5.3. Majorities

Decisions within the board are taken by a simple majority of the votes present and represented.

Each board member has one vote. In the event of an equality of votes, the chairman or the director presiding over the meeting has a casting vote.

Decisions can also be taken by unanimous written agreement of the board members.

8.5.4. Report of the Meeting

Minutes are drawn up for each meeting. The minutes are stored electronically and are available for inspection by members upon simple request to the official email address of the association. Affiliated members and third parties only have access to the minutes with explicit and prior approval by the board.

8.6. Conflict of Interest

If the Board has to make a decision or pronounce on a transaction that falls within its jurisdiction, in which a Board member has a direct or indirect interest of a patrimonial nature that conflicts with the interests of the association, the Board member concerned must report this to the other directors before the administrative body makes a decision.

His / her statement and explanation of the nature of this conflicting interest will be included in the report of the meeting of the Board that must make the decision. The Board is not permitted to delegate this decision.

The Board member with a conflict of interest may not participate in the Board's deliberations on these decisions or transactions, nor in voting in that regard. If the majority of the Board members present or represented have a conflict of interest, the decision or transaction will be submitted to the General Assembly. If the General Assembly approves the decision or transaction, the Board can implement it.

This procedure does not apply when the decisions of the Board relate to usual transactions that take place under the conditions and against the securities that usually apply on the market for similar transactions.

8.7. Liability of the Board Members

The Board members are not personally bound by the obligations of the association. Their liability towards the association and third parties is limited to the fulfillment of their assignment and to shortcomings in their management.

The liability for the decisions or negligence of the Board as a whole, is joint and several unless proven to the contrary. For errors in which they had no part, they are released from liability if they have reported the alleged error to the collegiate Board.

This liability is limited by Article 2:57 of the CAC.

8.8. End of Board member's Mandate

8.8.1. End by Operation of Law

If the term of a Board member's mandate has expired, the mandate ends by operation of law at the next general meeting.

The death, declaration of incapacity or liquidation of a board member automatically entails the end of that member's directorship

8.8.2. Resignation of a Board Member

Any Board member may resign by giving written notice to the chairperson of the Board.

When a Board member resigns, he / she must remain in office until the General Assembly can reasonably provide for his replacement.

8.8.3. Removal of a Board Member

The mandate of a Board member can be terminated at any time by the General Assembly at a meeting with a simple majority of the votes present and represented.

The vote on terminating a Board member's mandate is not secret.

8.9 Establishment of Administrative and Advisory Councils

The Board is authorized to establish an Administrative, Advisory and Management Council.

8.9.1 Composition of the Management Council

This Management Council is under the supervision of the Board and consists of a minimum of 6 and a maximum of 36 members. Appointments can only be made from members who have been elected by the General Assembly. The Management Council consists of the President, a President-Elect, the Vice-President and the Past-President elected by the General Assembly in the presidential vote. The members of the Board have a full seat on the Council. The Council  is chaired by the President and in his absence by the President-Elect.

8.9.2 Voting

The General Assembly take part in the election of members of Management Council, which is organized through electronic voting. At least 1/5th of the members are renewed every year.

In the event of the death of one of the members, the Management Council may co-opt a new member until a new member joins.

8.9.3 Powers

The Council is authorized to draw up the agenda on which the Board decides. The Council can, among others, put the following items on the Board's agenda:

• the organization of association’s activities;
• the preparation of the annual accounts that are submitted to the General Assembly meeting;
• proposals for ad-hoc expenditure outside the annual budget;
• proposals for Board members who can be appointed by the General Assembly;
• proposals for compensation that directors and management members can receive and that are approved at the General Assembly;
• Discharge of the auditor and board members that can be granted by the General Meeting;
• Approval of member contributions;
• Setting up and dissolving sub-committees;
• Convening ad-hoc committees within the association to promote the goal;
• Appointment of editors of the association’s scientific journal. Editors have sole responsibility for publishing the scientific journal.

8.9.4. Meetings and Decisions

The Management Council meets at least once a year. This can be done electronically or in person. The President has the authority to organize a special meeting if this is requested by at least 1/3 of the members of the Management Council and if it is in the interest of the association. The Management Council is convened by e-mail at least two weeks before the proposed date.

8.9.5 Quorum

The board of directors can only validly deliberate if 1/3 of its members are present or represented.

8.9.6. Majorities

Decisions can be made by simple majority of votes present or represented.

Each member of the Management Council has one vote. If a majority is not achieved, the President has a casting vote.

8.9.7 Report

Minutes are drawn up at each meeting. They are kept digitally and can be retrieved by members of the management board upon simple request. Other members of the association may only inspect the minutes with prior approval from the board.


PART III. ACCOUNTING

Article 9. Accounts

The association's funds, including donations, membership dues, contributions, subsidies and other contributions, will be held in one or more bank accounts opened with a financial institution or financial institutions chosen by the governing body.

Article 10. The Financial Year

The financial year starts on 01/01 and ends on 31/12.

Article 11. The Accounting and Annual Accounts

At the end of each financial year, the Board makes an inventory of the association's assets, the annual accounts are drawn up for the past financial year and the budget for the coming year is drawn up.

The Board submits the annual accounts of the previous financial year and the budget for the coming financial year to the annual General Assembly meeting for approval.

The Board is accountable for the policy in the previous year, after which the General Assembly decides whether or not discharge will be granted to the Board members. This happens by separate vote. This discharge is only legally valid if the true situation of the association is not concealed by any omission or incorrect statement in the annual accounts, and, as regards extra-statutory or contrary transactions with the CAC, if these are specifically indicated in the convening notice.

The annual accounts will be filed with the registry of the competent corporate court within thirty days after approval by the General Assembly, where they will be added to the association's file. If applicable, the annual accounts are filed with the National Bank in accordance with the CAC and its implementing decrees.


Article 12. Supervision by a Commissioner

As soon as the association exceeds one of the criteria in Article 3:47 §2 WVV, it is obliged to charge one or more commissioners with auditing the financial situation of the association. The auditor(s) are appointed by the General Assembly, which also determines the duration of their mandate and also decides on the remuneration of the auditor and whether or not discharge is granted to him.


PART IV. END OF THE ASSOCIATION

Article 13. Dissolution

13.1. Voluntary Dissolution

The association can be dissolved at any time by a decision of the General Assembly, taken under the same conditions, such as attendance and majority requirements, as for the change in the object or purpose of the association.

In the event of voluntary dissolution, the General Assembly shall appoint a liquidator or several liquidators by a simple majority, or in the absence thereof the court. It also determines its powers and the liquidation conditions, within the limits set by the CAC.

From the decision to dissolve, the association always states that it is an “association in liquidation”, in accordance with the CAC. An association in liquidation may not change its name and may only move its registered office provided the conditions in Article 2:117 CAC are complied with.

13.2. Dissolution by Operation of Law and Judicial Dissolution

The CAC stipulates that in some situations it is also possible for the association to be dissolved by operation of law or judicially.

13.3. Destination of the Assets of the Association after Dissolution

The destination of the association's assets is determined by the General Assembly. In any case, the assets must be allocated a destination that corresponds as closely as possible to the purpose for which the association was founded.