“CONTINENTAL EUROPEAN DIVISION OF THE INTERNATIONAL ASSOCIATION FOR DENTAL RESEARCH ”,
Having its domicile in Belgium, 3000 Leuven, Kapucijnenvoer 33.
Formation IVZW – Appointments
TITLE I: THE ASSOCIATION
Article 1 – Legal Form and Name
The Association is an international non-profit association, as stipulated by the Belgian Company Code (Wetboek van vennootschappen en verenigingen), hereinafter WVV, of March 23, 2019, published in the Belgisch Staatsblad, issued on April 4, 2019.
The name of the Association is "CONTINENTAL EUROPEAN DIVISION OF THE INTERNATIONAL ASSOCIATION FOR DENTAL RESEARCH", abbreviated “CED-IADR”.
It is allowed to use the full name and the abbreviated name separately.
Article 2 – Domicile
The domicile of the Association is established in the Flemish Region of Belgium.
The Board can decide to change the domicile to any other place, if the transfer is in compliance with the legislation, language regulations and publishing obligations, as stipulated by the WVV in Article 2:4.
Article 3 – Duration
The Association is founded for an indefinite period of time and can be dissolved at any moment.
Article 4 – Identification of the Association
All invoices, announcements, notices and other documents from the Association, whether electronically or on paper, shall mention the following information: 1) the name of the Association, 2) its legal form "internationale vereniging zonder winstoogmerk" or the abbreviation "IVZW", 3) the address of its domicile, 4) the Association’s VAT-number, 5) the Registry of the legal entities (rechtspersonenregister) and the competent court according to the domicile, 6) its email address and website, 7) and if the Association is in the process of dissolution, “Association in dissolution”.
TITLE II. NON-PROFIT OBJECTIVES OF INTERNATIONAL USE
Article 5 – Non-profit objectives of international use
The objectives of the Association are to encourage and promote the development and improvement of scientific research in all disciplines of dentistry and in the related fields of the sciences that contribute to oral and cranio-facial health. The Association is accessible to researchers from all Continental European countries and constitutes one of the Divisions of the ‘International Association for Dental Research’ abbreviated ‘IADR’, of which the main office is situated in the United States, Alexandria VA (1619 Duke Street, 22314-3406). Together with the British, Irish, Israeli and Scandinavian Division, CED-IADR forms the ‘PAN-EUROPEAN REGION’ of IADR, abbreviated ‘PER-IADR’.
The Association is altruistic. It primarily pursues non-profit objectives of international use.
The Association exclusively and directly pursues objectives of public interest, according to the Belgian legislation.
Article 6: Objectives: activities
In order to achieve its objectives, the Association can, amongst other things, organise the following activities:
promote all aspects of oral and cranio-facial health research by the dissemination of relevant knowledge and scientific information;
serve as a platform for networking, exchange of information and experiences for all oral and cranio-facial health researchers in Europe;
advocate for the support and financing of appropriate research funding in oral and cranio-facial health;
encourage oral and cranio-facial health research through grants, awards, etc.;
provide research training to young researchers;
collect funding (membership fees, congress registration fees, company sponsorship, etc.) to be used for the direct implementation of the objectives of the Association;
organise CED-IADR Oral Health Research congresses (CED-IADR congresses);
contribute to the Pan-European-Region IADR (PER-IADR) and IADR-at-large.
In addition, the Association can develop activities that contribute directly or indirectly to the realisation of the aforementioned objectives of public interest, including commercial and profitable activities, of which the profit will always be fully allocated to the realisation of the objectives.
The Association may not, directly or indirectly, distribute or provide any capital advantage to the founders, members, board members or any other person. Any financial gain is reserved for the realisation of the objectives specified in the present bylaws. Any transaction contrary to this stipulation is void.
TITLE III: MEMBERSHIP
Article 7 – Membership categories and conditions
The Association is accessible to Belgians and non-Belgians. The Association is composed of Regular Members, Student Members, Affiliate Members and Retired Members. The admission of a new Regular, Student, Affiliate, or Retired Member will be approved by the CED-IADR Board, provided that the following conditions are fulfilled:
one is interested in oral and/or cranio-facial health research;
one endorses the present bylaws and conforms to the decisions of the General Assembly;
one completes a membership application form, which shall be presented to the CED-IADR Board.
The minimum number of Regular Members shall not be less than two.
A person who is conducting, has conducted, or who is interested in the furtherance of research in any branch of science or in fields related to oral, dental and cranio-facial science can be eligible for Regular Membership. Members shall have the full rights and privileges of membership and are eligible to vote and to hold office in the Association.
Student Members shall have the full rights and privileges of membership, with the exception of the right to vote. One can be eligible for Student Membership on condition that he/she either:
is enrolled as an undergraduate student in an accredited academic institution, and is in pursuit of either a first bachelor’s or a first master’s degree in the fields of oral or cranio-facial health sciences, dentistry, medicine, biomedical sciences, chemistry, (bio)material sciences, or engineering, etc.
has obtained an academic degree and this up to four (4) years after obtaining a first master’s degree in dentistry or an equivalent academic diploma.
Associations, organisations, industrial partners or individuals can be eligible for Affiliate Membership. Affiliate Members are not involved in research but have an interest in keeping up with the latest research, such as a practicing healthcare professional, a dental professional or healthcare educators with primary teaching responsibility. Affiliate members receive limited benefits and are not eligible to vote or hold office in the Association, nor are they eligible to participate in fellowship opportunities or awards.
One can be eligible for Retired Membership if she/he has been a member of the Association in good standing for at least 25 years, and no longer works on a full-time basis. The Retired Member shall have all the rights and privileges of membership but shall receive the Journal of Dental Research only upon payment of the Journal subscription fee.
Article 8 – Exclusion - Resignation
a) The Board has full competence to exclude members who do not pay the annual membership fee or are found to have misconducted themselves. If requested, the CED-IADR Board shall justify its proposal of excluding a member before the General Assembly.
b) If a Student Member meets the conditions for becoming a Regular Member, she/he shall apply for Regular Member within six months, on penalty of exclusion.
Each Member is free to resign at any moment from the Association provided that a letter of resignation is sent to the CED-IADR Secretariat, President, or Secretary.
The resignation takes effect on the day of receipt of the notification, but the resigning Member will be bound to pay its annual membership fee for the current year.
Membership is terminated automatically upon the death of a member.
Article 9 – Annual membership fee – Obligations
The Members pay an annual membership fee, of which the amount shall be determined by the General Assembly upon proposal of the CED-IADR Board.
The Members shall not be personally held liable with regard to the engagements of the Association.
Article 10 – Young CED-IADR
All Members below the age of 40 are considered Young CED-IADR Members and can become a CED-IADR Ambassador in the country of their affiliation. The ‘Young CED-IADR’ project aims at supporting students and young researchers who want to become established in the research field. The Ambassadors’ role is to promote oral health research in their country and CED-IADR’s involvement therein. Young CED-IADR is represented in the CED-IADR Board by the Young CED-IADR Chair.
Article 11 - Rights and obligations of members
A resigning or excluded member cannot reclaim paid membership contributions, nor any other contribution made in kind or in cash.
No member can assert or exercise any claim to the possessions of the Association by virtue of her/his capacity as member. This exclusion of rights regarding the assets is in force at all times: during membership, upon termination of membership for whatever reason, upon dissolution of the Association, ... .
All members can consult the register of members at the domicile of the Association upon written request, addressed to the Board, with which they agree on a date and time for the consultation. This register cannot be transferred to another location.
In addition, all members shall abide by the rights and obligations stipulated by the WVV.
TITLE IV. GENERAL ASSEMBLY
Article 12 – Competences
The General Assembly is empowered to act on the basis of the competences that are stipulated by the law or the present bylaws.
The exclusive competences are:
to amend the bylaws;
to accept/reject the reports drawn up by the CED-IADR Board and to check their management, functioning and financial situation;
to determine the annual membership fee on proposal of the CED-IADR Board;
to discharge the CED-IADR Board Member and statutory auditor and, where applicable, to file a claim on behalf of the Association against the Board and the statutory auditors;
to approve/reject the annual accounts and budget;
to approve/reject the dissolution and liquidation of the Association;
to approve/reject a merger with (an)other Association(s) with the same objectives;
to accept/reject new members and to exclude a member in accordance with article 8.1;
to elect/depose a CED-IADR Board Member;
To make a contribution of any kind to another association or to accept such contributions for nil consideration;
consider and confer the proposals from the CED-IADR Board for the development in the best interest of the Association.
Article 13 - Meetings – Summons to the Meeting
The General Assembly is composed of all Members of the Association.
The General Assembly of the Members is held at least once a year, within 6 months after the end of the financial year. Each General Assembly is held at the domicile, in any other place within a European IADR division, or via video conference, as indicated in the summons to the meeting.
The General Assembly can be convened by the CED-IADR Board each time the interest of the Association requires so. It shall be convened when at least one-fifth (1/5) of the Members ask so. In that case, the general assembly shall be convened within twenty-one (21) days after the request and shall be held no later than the fortieth (40) day after this request.
The summons is addressed by the CED-IADR Secretariat, President, or Secretary to all Members at least fifteen (15) days before the meeting.
The invitation includes the agenda, date, time and location of the general assembly and is sent via email or any other means of communication to all members, in whatever form the members have indicated to receive correspondence from the Association.
A copy of the documents that must be presented to the General Assembly, as stipulated by the WVV, will be sent immediately and free of charge to the members, Board Members and statutory auditors, who requested so.
Any item raised by at least one twentieth (1/20) of the members will also be put on the agenda and approved by the Board.
The General Assembly is chaired by the CED-IADR President or in case of his/her absence, according to the following order of priority, by the Secretary, the Senior Board Member, or any other Board Member.
Article 14 – Representation – proceedings of the meeting
Each voting Member may be represented by another voting Member. This power of attorney is given in writing. A Member can have no more than one authorisations.
The Board Members (and, where applicable, the statutory auditor) answer the questions asked by the members, either verbally or in writing, before or during the meeting, if related to the items on the agenda. In the interest of the Association, they may refuse to answer questions if the disclosure of certain information or facts may harm the Association or is not in accordance with the confidentiality clauses entered into by the Association.
The Board (and, where applicable, the statutory auditor) can group answers to different questions regarding the same subject.
Article 15 – Quorum and Voting Right
The general assembly can deliberate validly regardless of the number of members present or represented, except when the WVV or the present bylaws stipulate otherwise.
Each member has one vote.
Resolutions are passed by a simple majority of the Members present or represented at the General Assembly, unless the present bylaws stipulate otherwise.
Article 16 – Amendment of the Bylaws
The General Assembly is competent to confer and decide an amendment of the Association’s Bylaws.
A decision concerning an amendment of the bylaws can only be taken if the proposal was mentioned in the summons sent fifteen (15) days before the General Assembly. An amendment of the Association’s Bylaws can only be decided with at least three-fourths (3/4) of the votes of the Members present or represented at the General Assembly, whereby abstentions are not counted in either the numerator or the denominator.
An amendment to the bylaws that would imply changes to the objectives of public interest that the Association pursues and to its activities is only adopted if it has obtained four-fifths (4/5) of the votes cast (whereby abstentions are not counted in either the numerator or the denominator). Such amendments require approval by royal decree.
Article 17 – Merger – Liquidation – Dissolution
The General Assembly is competent to confer and decide to proceed to a merger with another Association with similar objectives, a dissolution and liquidation, with three-quarters (3/4) of the votes of the Members present or represented at the General Assembly.
Article 18 – Minutes – Right of Scrutiny – Announcement
General Assembly minutes are drawn up after every Meeting and are signed by the President and the Secretary.
The Members can consult the General Assembly minutes via the website or at the domicile of the Association upon written request.
Third parties do not have the right of scrutiny and cannot consult the General Assembly minutes.
TITLE V – ADMINISTRATION AND REPRESENTATION
Article 19 – CED-IADR Board
The Association is administrated by the CED-IADR Board. The CED-IADR Board has at least four (4) Members and a maximum of thirteen (13) Members, who are individuals (natuurlijke personen) or legal entities (rechtspersonen). If a legal entity (rechtspersoon) is appointed as Board Member, it must appoint an individual as representative.
The CED-IADR Board consists of:
Term of each mandate in years
2 (or 1; see below)
Young CED-IADR Chair
In the event that CED-IADR organises the upcoming PER-IADR congress, with PER-IADR representing the umbrella association of European IADR divisions to which CED-IADR belongs, the CED-IADR President will serve solely for one (1) year, after which he will become past-president. In the event that the upcoming PER-IADR congress is not organised by CED-IADR, the CED-IADR President will exercise his duty for two (2) years.
The functions of Treasurer and of Secretary can be held by one and the same person.
The Secretary, the Treasurer and the Councillors are eligible for re-election.
The Councillors are representing CED-IADR at the IADR annual Council Meeting and the PER-IADR Board. If the total number of Members exceeds 1,000, an additional third Councillor may be appointed.
The Members are part of the CED-IADR Board for three (3) years. Nevertheless, a Member may be nominated for Councillor. The Councillors are appointed by the CED-IADR Board. All other Members of the CED-IADR Board are elected by the General Assembly.
The Young CED-IADR Chair is an official member of the CED-IADR Board, representing Young CED-IADR, among which the CED-IADR Ambassadors, during a term of three (3) years. Any Regular Member who does not exceed the age of thirty-seven (37), is eligible for the position of Young CED-IADR Chair on the condition that she/he shall be affiliated within the CED-IADR area during her/his position. The CED-IADR Ambassadors propose candidates for the position of Young CED-IADR Chair, which shall be approved and voted on by the CED-IADR Board.
If in between two General Assemblies functions fall vacant, the CED-IADR Board may co-opt an ad interim Board Member to replace the absent Board Member for the remaining term of the mandate concerned, irrespective of the reason for the termination of mandate.
The CED-IADR Board shall see to the replacement of the Board Members, if there are less than four (4) Members in the Board.
At the next General Assembly, the Members will or will not confirm the appointment of the ad interim Board Member. If confirmed, the ad interim Member(s) of the CED-IADR Board shall continue the mandate of the predecessor(s). If not confirmed, the mandate of the co-opted ad interim Board Member shall be terminated subsequent to the General Assembly without prejudice to the regularity of the composition of the board up to that moment.
The abovementioned ad interim Board Member(s) shall continue the mandate of their predecessor(s) until the termination of office of the predecessor(s). They shall stop being Members of the CED-IADR Board in the event of resignation, decease or loss of the Membership of the Association.
Article 20 – Appointment – Dismissal - Resignation
The Members of the CED-IADR Board are both elected and dismissed by the General Assembly by a simple majority of the voting Members present or represented. The vote on the termination of a Board Member’s mandate is not secret.
The CED-IADR Board is competent to pre-select and short-list the most suitable candidates for the vacant position of Board Member and will put the short-list to a vote at the next General Assembly.
The CED-IADR Board Members are appointed for a definite period of time. When the term of a Board Member’s mandate has expired, the mandate ends automatically at the next General Assembly.
The CED-IADR Board Members can be at any time dismissed by the Board or by the founders. They are entitled to appear before the Board, by representation or by submission of a written statement, to defend their point of view.
The mandate of the Members (natuurlijke personen) of the Board is concluded at death, voluntary resignation, incapacity, or dismissal.
The mandate of the Members (rechtspersonen) of the Board is concluded in case of dissolution, declaration of bankruptcy, procedure of judicial reorganisation, voluntary resignation, or dismissal.
In case the number of members of the Board drops below a minimum of four (4) Board Members, members remain in function until their replacement has been arranged.
Article 21 – Remuneration
A Member of the CED-IADR Board is in principle not remunerated for their mandate.
Article 22 – Advice
The CED-IADR Board has the right to confer with advisors (elected from amongst the Members or outside the Association), or to appoint temporary or permanent advisors, who can contribute to the progress of the Association. The Board bears the costs of their services.
Article 23 – The Board: Meetings, Deliberation, Decisions
The CED-IADR Board is convened by the President or by the Secretary as often as necessary in the interest of the Association and at least twice a year.
The notice convening the meeting can be sent via email or any other written means of communication at least fifteen (15) days prior to the Board Meeting. The summons mentions the day, hour and place and contains the agenda.
The Board Meeting is conducted by the President or the Secretary.
Every Member of the Board can give an authorisation to another Member via email or any other means of communication to represent him at a Board Meeting. A Board Member can have no more than one authorisation.
The Board can meet via telephone or videoconference.
The Board is authorised to deliberate and make decisions regardless of the number of present Board Members. Decisions are taken by a simple majority of the votes present or represented. In case of an equally split vote, the vote of the President is decisive.
The decisions made by the Board are drawn up in minutes and signed by the President or Secretary.
Article 24 – Conflict of Interest
If a Board Member, directly or indirectly, has a financial interest that conflicts with the interest of the Association, she/he must inform the Board before the Board takes a decision. Her/his statement and explanation of the nature of this conflict of interest must be recorded in the minutes of the Board Meeting. The Board may not delegate this decision. If the majority of the Board Members have a conflict of interest, the decision or action is submitted to the general assembly. If the latter approves the decision or action, the Board shall execute it.
The Board Member with a conflict of interest shall withdraw from the meeting and shall abstain from deliberating and voting on the matter to which her/his conflict of interest is related.
The above procedure does not apply to decisions or actions in the ordinary course of business at customary market conditions.
Article 25 - Competence
The CED-IADR Board is authorised to take any action and decisions that are needed or useful for the achievement of the Association’s objectives of international use, except for decisions and actions that are related to the exclusive competences of the General Assembly, as stipulated by the WVV and the present bylaws.
The Board is authorised to lay down internal rules, amongst which are rules regarding the relations between the Association and its Members. The Board may set up committees that orientate themselves towards particular matters. The Board appoints the Members, Advisors and the Chair of each Committee. The Committees report to the Board on their initiatives and actions.
Without prejudice to the obligations arising from collegial management, in particular consultation and supervision, the Board Members may divide the management duties among themselves. This division of duties may not be invoked against third parties, even after it has been made public. Non-compliance does, however, jeopardise the internal liability of the Board Member(s) involved.
The Board may delegate part of its decision-making competences to one or more third-party non-Board Members. Such delegation may not involve any duties related to the general management of the Association or the general administrative competences of the Board.
Article 26 - External Representation
The CED-IADR Board as the Association’s administrative body represents the Association in all actions in and out of court. It represents the Association through the majority of its members.
Without prejudice to the general competence of representation of the Board as an administrative body, the Association is represented for its acts, including the ones in which intervenes a public or ministerial official, and in court, by the President together with the Secretary or the Treasurer of the Association. The President and the Secretary or the Treasurer can also represent the Association separately.
The person responsible for all decisions is the President, unless she/he has been deprived of her/his competences by the Board or unless they have been assigned explicitly to Board by the law or the present bylaws. The President ensures that the decisions of the Board are executed. Moreover, she/he shall see to it that the activities of the Association are carried out regularly.
Article 27 – Publishing obligations
The procedure and the results of the election, the dismissal and the termination of office of the Members of the CED-IADR Board and of the persons authorised to represent the Association, must be drawn up in minutes and published by filing the relevant documents of the Association with the Registry of the Commercial Court and the Bijlagen tot het Belgisch Staatsblad. These documents must in any case show whether the persons who represent the Association bind the Association individually or jointly as a body, as well as the extent of their competences.
Article 28 - Daily management
The daily management of the Association on an internal level as well as the external representation with regard to the daily management can be delegated by the Board to one or more persons, whether or not a Board Member. If several persons are involved, these persons form a committee. This committee shall bear the title of “Management Committee”.
The Board is authorised to supervise the Management Committee.
In accordance with the law, daily management acts include acts and decisions that do not go beyond the daily needs of the Association and those that, for reasons of their minor importance or because of their urgency, do not require the intervention of the Board.
If this option is used, the authority for daily management applies to both the internal decision-making competence and the external representation competence of the daily management.
The persons charged with the daily management cannot take decisions and/or perform legal acts related to the representation of the Association and its daily management in transactions that exceed ten thousand euros (10,000.00 euros) without the permission of the Secretary and/or Treasurer. Such limitations cannot be invoked against third parties, even after it has been made public. Non-compliance does, however, jeopardise the internal liability of the representatives concerned.
The appointment of the persons charged with the daily management and their termination of office must be drawn up in minutes and published by filing the relevant documents of the Association with the Registry of the Commercial Court and the Bijlagen tot het Belgisch Staatsblad. These documents must in any case show whether the Association’s representatives charged with the daily management of the Association bind the Association individually or jointly as a body, as well as the extent of their competences.
Article 29 – Liability of the Board Members and Management Committee
The Board Members, and if applicable the Management Committee Members and all other persons who have had management competences related to the Association, are liable to the Association for mistakes committed while performing their duties. These persons can also be liable to third parties insofar as the mistake committed is not contractual.
However, they are only held liable for decisions, acts or conduct that do not fall within the range of acceptable conduct shown by prudent and diligent Board Members, who if placed in the same circumstances, can reasonably disagree.
If the Board forms a committee, their liability for the committee’s decisions or negligence is jointly and severally.
Even if the Board does not form a committee, its members can be held liable jointly and severally for all damage resulting from violations of the provisions of the law or the present bylaws both towards the rechtspersoon and towards third parties.
Board Members are only held liable for mistakes attributable to them personally in the execution of their (daily) management tasks. This liability is joint and several unless the Board Members have not contributed to the mistake and have reported the alleged mistake to all other members of the Board. This notice, as well as the subsequent discussion, is recorded in the minutes.
This liability, together with any other liability for damages as stipulated by the WVV or other laws or regulations, as well as the liability for the debts of a rechtspersoon referred to in Articles XX.225 and XX.227 of the Code of Economic Law is limited to the amounts specified in the WVV.
TITLE VI – FINANCES AND BOOKKEEPING
Article 30 - Finances
The sources of revenue consist of:
annual membership fees;
subsidies and donations;
meeting dividends from other IADR meetings;
interests, revenue, bonds and other guarantees the Association might possess;
all other sources of revenue, on condition that they do not conflict with imperative law or other regulations.
The funds of the Association can only be used within the scope of the objectives mentioned in Article 5 and the present bylaws. The Members of the Association do not receive shares in the revenues of the Association.
No one can take advantage from the expenditures that do not reflect the basic interests of the Association or from disproportionate reimbursement.
Article 31 – Bookkeeping
The fiscal year begins on January 1 of each year and ends on December 31 of each year.
The accounts are kept in accordance with the provisions of the WVV and the relevant implementing decrees.
Each year, the Board draws up the annual accounts for the past financial year, as well as the budget for the following financial year and submits these to the annual General Assembly for approval.
After the Board has rendered account for its policies in the previous year, the General Assembly may approve the discharge of the Board. This is done by separate vote. This discharge is only valid if all information regarding the financial state of the Association is disclosed without any omission or incorrect statement in the annual accounts and when it is specifically indicated in the summons as stipulated by extra-statutory or WVV laws.
The annual accounts are filed with the registry of the Commercial Court within thirty days after approval by the general assembly. Where applicable, the annual accounts are filed with the National Bank in accordance with the WVV and the relevant implementing decrees.
Article 32 – Supervision by a statutory auditor
As long as Article 3:47, §6 of the WVV does not apply to the Association with regard to the last closed financial year, the Association is not obliged to appoint a statutory auditor.
As soon as Article 3:47, §6 of the WVV does apply to the Association with regard to the last closed financial year, the general assembly must appoint a statutory auditor from among the members of the Belgian Institute of Company Auditors. In accordance with the Belgian law and the Association’s bylaws, the appointed auditor is charged with monitoring the financial situation of the annual accounts and of the regularity of the transactions which are to be included in the annual accounts. The general assembly also determines the remuneration of the statutory auditor and may approve the discharge of the statutory auditor.
TITLE VII - DISSOLUTION AND LIQUIDATION
Article 33 – Dissolution and liquidation
The Association can be dissolved at any time by the general assembly.
The general assembly is convened to discuss proposals regarding the dissolution of the Association, submitted by the Board or by at least one fifth (1/5) of all members.
The decision of dissolution must be approved by a four-fifths (4/5) majority of the Members present or represented.
If the Association is obliged to appoint one or more statutory auditors, the proposal for dissolution will be explained in a report drawn up by the Board, to which reference will be made in the agenda for the general assembly that is to decide on the dissolution. In accordance with Article 2:110, §2 of the WVV, a statement of assets is attached to that report. If one of these two reports is missing, the decision of the general assembly is void.
If the proposal for dissolution is approved, the general assembly shall appoint a liquidator and specify her/his mandate.
As soon as the decision of dissolution is approved, the Association bears the title of “IVZW in vereffening” (international non-profit association in liquidation), in accordance with the WVV. An association in liquidation may not change its name and may only transfer its domicile under the conditions stipulated by the WVV.
In the event of dissolution and liquidation, the liquidator decides on the beneficiary of the assets of the Association. In any case, the assets are allocated to another association with similar objectives of public interest.
All decisions regarding the dissolution, the conditions for liquidation, the appointment and the termination of office of the liquidators, the closing of the liquidation and the allocation of the assets are drawn up in a report filed with the Registry of the Commercial Court and published in the Bijlagen tot het Belgisch Staatsblad, in accordance with the provisions of the WVV and the relevant implementing decrees.
TITLE VIII – MISCELLANEOUS PROVISIONS
Article 34 – Communication of Domicile
For the execution of the present bylaws, each Member of the General Assembly and each Member of the CED-IADR Board, statutory auditor or liquidator, domiciled abroad, who has not communicated a valid address of domicile in the European Union to the Association, will be considered to have agreed to receive any notice, reminder, summons and notification addressed to him at the domicile of the Association, where such notice can be effected in a valid way.
Article 35 – Legislation
For all that is not explicitly mentioned in the present bylaws, reference is made to the WVV-laws and (future) implementing decrees.
Article 36 – Force Majeur
If acts of God or government authorities, natural disasters, or any other event beyond the Association’s reasonable control make it illegal or impossible for the Association to convene the annual General Assembly and Board Meetings or to organise any other activity, such as congresses or award competitions, the Association may cancel or postpone its activities for an indefinite period of time upon written notice to its Members without further liability.
Examples of events that may invoke the force majeure article are as follows;
c. Severe weather conditions and for which precautions are not ordinarily taken to avoid or mitigate the impact;
d. Industrial action which significantly affects the provision of public services or services upon which the activities of the Association rely;
e. Death of a significant performer or close relative;
f. Pandemic disease or circumstances;
h. Civil war (whether declared or undeclared);
i. Riot or armed conflict
j. Radioactive, chemical or biological contamination
k. Pressure waves caused by aircraft or other aerial devices travelling at sonic or supersonic speed
l. Acts of terrorism