Statutes of the GeoTLD Group AISBL – Articles of Association
as of 29 September 2016
Chapter I. Name – Registered Office – Purpose – Term
Art. 1: Name, Seat
(1) The association is an international non profit association in accordance with the provisions of Title III of the Belgian Law of 27th June 1921. The name of the association is “GeoTLD Group”, or “GeoTLD” in short.
(2) It is hereafter referred to as “Association”. On all the documents, the name must be preceded or followed by the words “association internationale sans but lucratif” or by its abbreviation “AISBL” in French (or “IVZW in Dutch), as well as the exact designation of the registered office of the Association.
(3) The Association has its registered office at 3001 Leuven, Ubicenter, Philipssite 5/13. It can be transferred to another seat in Belgium by a decision of the Board of Directors, published in the Belgian Official Gazette within the month of the decision.
Art. 2: Purposes – Activities
(1) The GeoTLD Group is an association to represent (a) organizations who are operating a top-level domain that is based on a geographic name, geographic identifier or geographic origin with the purpose of serving the respective geographic region and (b) those who have been and/or are engaged and/or intend to be involved in the advocacy, promotion, provision, governance, implementation, deployment, popularization, research and development of top-level domains which are based on a geographic name, geographic identifier or geographic origin with the purpose of serving the respective geographic region.
(2) The Association does not serve commercial purposes; it pursues non-profit purpose of international use, such as:
(3) The purpose will be fulfilled by:
(4) The association does not pursue commercial purposes and is of non-partisan nature; it does not primarily pursue ends of economic interest. The Association’s funds may only be used for purposes laid down in its Articles of Association. It does not seek profit for its members. No person may incur expenses which do not fall under the purpose of the Association or receive disproportionate compensations for any service provided.
Art. 3: Bodies of the Association
(1) Bodies of the association are:
(2) The General Assembly can decide upon the formation of further bodies of the Association.
Chapter II. Members, admission, exclusion, rights and obligations
Art. 4: Membership
(1) The minimum number of members of the Association is three. There is no maximum.
(2) The primal members are listed in the deed of incorporation.
(3) The Association shall have two categories of members: Effective Members and Observers.
(4) Any legal entity or organization can apply to become an Effective Member or an Observer. The applicant must submit a completed application form to the Board of Directors.
(5) The Board of Directors decides whether or not to accept the candidate as Effective Member or as an Observer at its following assembly. In case of a rejection, the applicant must be informed in writing.
(6) Effective Members must meet all of the following general criteria, and must be a legal entity or organization that:
(7) Legal entities or organization that may not be eligible to become an Effective Member can join the Association as Observers.
Art. 5: Rights and obligations of the Members
(1) All members, Effective Members and Observers, must comply with the Articles of Association, decisions, directives and rules formulated or accepted by the Association.
(2) Membership and the attached rights are not transferable. Legal entities and organizations must name the natural person who shall administer their rights deriving from membership (“Voting Delegate”).
(3) All members must pay annual membership fees, as stated in the terms of accession decided on by the General Assembly upon the proposal of the Board of Directors for the following year.
(4) All members, except for Observers, have all rights set out by the Articles of the Association and in particular, the right to participate in all events, elections and meetings of the General Assembly with a right to vote. These rights are subject to the orderly payment of the annual fee.
(5) Observers shall participate to selected activities of the Association and can be invited as guests to meetings of the General Assembly and working bodies of the Association. The Board of Directors has the sole right of decision on this matter.
(6) Each member is obliged to inform the Association of its name and its postal and e-mail address. Costs incurred by the Association arising from investigations in that matter must be reimbursed by the member. If applicable, costs arising from legal action against a member must also be reimbursed to the Association. All communication within the Association, including invitations, can be sent by e-mail or letter to the address the member has given to the Association.
Art. 6: Resignation and exclusion
(1) Membership terminates by the resignation, the exclusion or the dissolution (of a legal entity) i.e. by its liquidation.
(2) A resignation of a member from the Association must be submitted in writing to the chairman of the Board of Directors. The resignation will take effect one month after the date of such notice.
(3) A member can only be excluded if he committed a serious violation. Such a violation is seen as a behavior which is harmful to the Associations’ objectives, a delay in the contribution payments of at least one year or a violation of the duties given by the Articles of Association. The Board of Directors decides upon the expulsion. The Board of Directors must submit a copy of the exclusion’s proposal establishing the reasons for exclusion to the member at least two weeks prior to the meeting of the Board of Directors deciding the exclusion. A written statement of the member has to be considered by the Board of Directors. The decision on the exclusion taken by the Board of Directors shall be communicated to all members in writing and takes effect on its reception by the concerned member. The excluded member is entitled to appeal in writing to the General Assembly within one month. The decision of the General Assembly is final. Legal instruments may be used to appeal against this decision.
(4) No member can utter or execute a claim on the assets of the Association in its capacity as a member. The termination of the membership does not give any right to raise any claims to the Association’s assets.
(5) Members who resign from the Association will remain liable for the equivalent of one annual membership fees within the financial year in which they resign. They are not entitled to any refund and must have made good any arrear.
Chapter III – General Assembly
Art. 7: Meetings
(1) The General Assembly consists of all Effective Members.
(2) All Effective Members have equal voting rights. Each Effective Member has one vote.
(3) The General Assembly meets at least once per year on invitation by the Board of Directors or the Secretary General, through a notice sent to all members at least twenty (20) days before the date of the meeting. The invitation to an extraordinary General Assembly will be sent to all members with at least ten (10) days’ notice. The invitation shall always specify the date, time, place and agenda of the meeting.
(4) An extraordinary General Assembly in case of force majeure can be summoned in writing by the Board of Directors or the Secretary General or upon signed request of one tenth of the members indicating the agenda.
(5) General Assembly can be held in Brussels or at any place within the European Union or on the occasion of public meetings of ICANN. General Assembly may be held virtually by electronic means, as long as the members present can all hear one another.”
(6) In case of an election and an appointment, the chairman of the General Assembly may be entrusted to a third person who is not the person nominated and not a member.
Art. 8: Powers
The following exclusive powers can be exercised solely by the Ordinary General Assembly:
Art. 9: Quorum and voting
(1) To deliberate validly, there is no minimum attendance quorum except for the modifications of the Articles of Association, the dissolution and liquidation of the Association. All decisions are taken by simple majority of the votes of the Effective Members present and represented, except when the Law or the articles of association prescribe differently.
(2) Votes are performed by showing of hands or by oral voting. Upon objection of at least one tenth of the present or represented members, a ballot is held. In case the General Assembly is held virtually by electronic means, the ballot shall be accomplished by a trustworthy third party. In the event of a draw, the presiding Chairman of the General Assembly shall have the casting vote.
(3) General Assembly duly convened can adopt new Articles of Association in accordance with the Articles of Association and with the provisions of Title III of the Belgian Law of 27th June 1921. The amendment of the Articles of Association requires a deliberation during a meeting that holds a quorum of two thirds (2/3) of the Effective Members present or represented. Any modification to the Article of Association must be adopted by two thirds of the members present or represented. It will take effect only after having complied with the legal publishing requirements and if applicable been approved by the Royal Decree. They can only be resolved upon if they have been indicated as an agenda point prior to the General Assembly.
(4) Effective Members who cannot attend a meeting of the General Assembly can be represented by another Effective Member. Every member can hold a maximum of two (2) proxies.
(5) Observers are invited to join and participate in General Assembly meetings even if they remain unable to vote.
(6) The General Assembly elects the members of the Board of Directors individually and with simple majority of the members present or represented. In case of equality of votes, another round of voting will be held.
(7) Minutes will be drawn up and kept in a register of minutes at the registered ofﬁce. The minutes will be available for inspection by all members, Effective Members and Observers.
Chapter IV – Board of Directors, Secretary General
Art. 10: Board of Directors
(1) The Association is governed by a Board of Directors elected by the General Assembly for a one, two or three year term. The Board of Directors is composed by three people: the Chairman of the Board, the Vice-Chair and the Treasurer.
(2) Each director must be an authorized voting delegate of an Effective Member. Elected directors of the Board of Directors remain in office until the next election. Re-elections are possible.
(3) Each director can resign by writing to the other members of the Board. A Director is bound to carry on the function after resignation until he or she can reasonably be replaced.
(4) The Chairman calls the meetings of the Board of Directors whenever required by the interest of the Association or alternatively upon the request of two (2) Directors and within ten (10) days after such request.
(5) The Board is presided over by the Chairman, or, in his absence, by the Vice-Chair or the Secretary General. The meeting will be held at the registered office of the Association or in any other place, designed in the invitation.
(6) The Board of Directors manages all dealings of the Association and fulfills all administrative tasks as long they are not assigned to another body of the Association by these Articles of Association or by law. The Board of Directors is qualified to make all transactions related to the internal governance that are necessary or useful for the realization of the purposes of the Association.
(7) As a principle the Directors are not remunerated. However, expenses incurred by a director in the course of the exercise of their directorship may be compensated.
Art. 11: Secretary General
The Board of Directors can appoint or remove a Secretary General of the Association. If a Secretary General is appointed, he or she is responsible for the Secretariat and all operational support of the Board of Directors and the fulfillment of all tasks delegated by the Articles of Association or empowered by the Board of Directors by a written employment contract.
Art. 12: Governance and Representation
(1) The Chairman calls the meetings of the Board of Directors whenever required by the interest of the Association or alternatively upon the request of two (2) Directors and within ten (10) days after such request.
(2) In the Chairman´s absence, the role is taken by the Vice-Chair or the Secretary General.
(3) The Board of Directors can only deliberate and decide validly if at least two (2) Directors are present in the Meeting. The decisions are taken by simple majority of the members of the Board of Directors that are present. When no majority can be reached, the Chairman or the Director who chairs the meeting shall be entitled to use his casting vote and the decision shall be made accordingly.
(4) Minutes will be drawn up and kept in a register of minutes at the registered office. The minutes will be available for inspection by members of the Board of Directors.
(5) Meetings may be held virtually by electronic means, as long as all Directors and the Secretary General present can all hear one another.
(6) In the event that a Director has a direct or indirect interest that is in conﬂict with a decision or an activity of the Board of Directors, the Director must inform the other Directors of that interest prior to the decision of the Board of Directors being taken. The Director who has a conﬂict of interest shall leave the meeting and refrain from participating in the deliberation and from the ballot concerning the matter in which there is an interest.
(7) The Board of Directors may create any number of standing committees or temporary groups as may be required or useful for the purpose of the Association.
(8) The Board of Directors may direct the Chairman or the Secretary General to apply to one or more external organizations, such as ICANN, as a representative body within that external organization. Such an application may require the creation and adoption of a Charter, additional to these Articles of Association, by the Board of Directors to comply with the rules of the external organization.
(9) The Board of Directors represents the Association in any judicial act. The Board of Directors represents the Association by a minimum of two (2) of its members. If a Secretary General is appointed, the Association can be represented by the Secretary General solely.
(10) The Board of Directors or the Secretary General can appoint persons as authorized agents of the Association, acting by proxy. Their mandate must only cover exceptional and limited powers for speciﬁc (or a series of speciﬁc) legal actions. These authorized agents may only bind the Association within the scope of their mandate.
Art. 13: Publication requirements
Any amendment of the Articles of Association, as well as the appointment, resignation or removal of Board Directors must be published in the Belgian Official Gazette.
Art. 14: Liability of the Directors and Secretary General
(1) Directors and the Secretary General are not personally liable for the obligations of the Association.
(2) Directors’ and the Secretary General’s liability is limited to the accomplishment of their duties in accordance with the legal provisions and the provisions of the Articles of Association. They are liable for the shortcomings in their management.
Chapter V – Audit and budget
Art. 15: Budget and Audit
(1) The Association will be ﬁnanced by ways of fees, subsidies, allowances, gifts, contributions, donations, legacies and other provisions made in last wills and testaments, given for the general purposes of the Association as well as for the support of a speciﬁc project. The Association can also collect funds by all other means that are not in violation with the legal requirements.
(2) Annual membership fees will be set by the General Assembly by suggestion of the Board of Directors.
(3) The financial year start 1 January and ends 31 December of each calendar year.
(4) The accounts shall be kept in accordance with the provisions of Article 53 of Belgian Law of 27th June 1921.
(5) The balance sheet is deposited at the registry of the court of commerce in accordance with the relevant provisions of Article 51 Belgian Law of 27th June 1921.
(6) The Board of Directors or the Secretary General has to present the balance sheet of the previous ﬁnancial year as well as a model budget for approval at the General Assembly.
Art. 16: Auditor
The General Assembly may appoint an Auditor to verify the Associations accounts and write an annual report. The usual term of an Auditor is for a period of three (3) years and is renewable. The designation of an auditor by the General Assembly is not mandatory, as long as the Association does not exceed the threshold amounts mentioned in Article 53, §5 of the Belgian Law of 27th June 1921..
Chapter VI – Dissolution and liquidation
Art. 17: Dissolution and Liquidation
(1) The General Assembly is called to discuss a proposal concerning the dissolution of the Association submitted by the Board of Directors or by at least one ﬁfth (1/5) of all members. The notification and the agenda are made in accordance with the relevant provisions of article 7 (3) of the Articles of Association. A decision concerning the dissolution must take place at an Extraordinary General Assembly and requires a majority of three quarters (3/4) of all members present or represented in this Assembly.
(2) In the case of the dissolution of the Association, the General Assembly sets the liquidation procedure. One or several liquidators are granted the widest scope of rights to perform the liquidation under the sole restrictions of the General Assembly.
(3) In the case of the dissolution and liquidation of the Association the General Assembly will take a decision on the destination of the net assets of the Association. These assets must be designated to another not-for-proﬁt organization.
(4) All decisions concerning the dissolution, the liquidations requirements, the appointment and the termination of office of the liquidators, the closure of the liquidation and the destination of the assets of the organization will be published in the Belgian Official Gazette.
Chapter VII – Final provisions
Art. 18: Final Provisions
(1) All others points not covered by these Articles of Association will be settled in accordance with the Belgian law.
(2) In case of ambiguity on the interpretation of these Articles of Association, the Board of Directors has competence to decide. In case of interpretation differences between the English version of the Articles of Association and the Deutch version, the English version will prevail.
Art. 19: Language of the Association
The official language of the Association is Dutch. English is the working language of the Association. The present Articles of Association are written in Dutch and in English. The English version is the primary version.”.