GeoTLD Group ivzw
Philipssite 5/13, 3001 Leuven
O.N. 0666.479.179
RPR Leuven

COORDINATED STATUTES

Updated to the General Assembly of 06/12/2023

 

I. THE ASSOCIATION

Article 1. Name and legal form

The Association shall have the legal form of a non-profit international association in accordance with the provisions of Book 10 and other applicable provisions of the Companies and Associations Code of March 23, 2019 (hereinafter referred to as the “CAC”), as amended from time to time.

The association is called “GeoTLD Group,” or “GeoTLD” for short.

The association is hereinafter referred to as “Association”.

This name must appear in all deeds, invoices, announcements, notices, letters, orders, websites and other documents, whether in electronic form or not, emanating from a legal entity, immediately preceded or followed by the words “international non-profit association” or by the abbreviation “ivzw” or in French “aisbl”, together with the following information: the precise designation of the registered office of the legal entity, the company number, the word “register of legal entities” or the abbreviation “RPR”, the indication of the court of the registered office of the legal entity, and, where appropriate, the e-mail address and website of the legal entity.

Article 2. Registered office

The registered office of the Association is located in the Flemish Region.

The Board is authorized to relocate the registered office within Belgium, in so far as such relocation does not require a change of the language of the articles of association, in accordance with the applicable language legislation.

If, as a result of the relocation of the registered office, the language of the articles of association must be changed, only the General Meeting can take this decision, with due observance of the requirements for an amendment to the articles of association.

The association can, by a single resolution of the Board, establish administrative headquarters, agencies and branches in Belgium or abroad.

The association may, by a single resolution of the Board, set up or close down places of business, when and where deemed necessary, in so far as this does not cause a change in  the language regime applicable to the association.

Article 3. Unselfish purpose and object of the Association

The association acts as a representative of

(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 or a linguistic or cultural community with the purpose of serving said region or community.

The Association does not serve commercial purposes; it pursues non-profit purpose of international use, such as:

(a) the professional representation of its members from companies, associations and institutions at international level;

(b) the fostering of a cross-border dialogue and an international co-operation between the members of the Association;

(c) the establishment and development of an international network of the Association’s Registries, aiming towards the exchange of experience across borders as well as the support of transnational professional work;

(d) the development and implementation of measures and programs establishing a standard of quality and transparency of the Association’s work in the digital economy;

(e) the participation in the formulation of norms and rules regarding the Association;

(f) the fostering of the Association within international regulatory bodies such as Internet Corporation for Assigned Names and Numbers (ICANN) or United Cities and Local Governments (UCLG);

(g) the support of the principles outlined in the Associations “Vision and Mission Statement”.

The object, or concrete activities through which the Association accomplishes its objectives, include:

(a) Symposia, discussions, educational and further training events as well as internal working groups;

(b) An intensive dialogue with stakeholders in enterprises and politics, and the representation of professional interests;

(c) Publications, communications and briefings accessible to members and the public regarding relevant legal and professional issues using print and digital media;

(d) Establishment and maintenance of a directory of the Association and monitoring of changes in ICANN policy and contracts on behalf of its members.

(e) Initiating regional and cross-border dialogues and other events, with the intention to nurture both professional and personal relations of members on the regional as well as the national and international level;

(f) Co-operating with other relevant organizations, especially similar professional associations on national, European and international levels;

(g) The publication of statements, press information and press releases;

(h) Best practice on issues such as top-level domain transition and on-line consumer protection.

(i) Any other action, directly or indirectly, related to the purposes of the Association, in particular by providing assistance or co-operate or additional services for its members, carried out by the Association alone or in co-operation with third parties.

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.

Furthermore, the Association can engage in all activities which contribute, directly or indirectly, to the realization of its purpose, including the commercial and profitable activities the proceeds of which shall always be fully allocated to the realization of its purpose.

It is authorized to perform all useful legal acts, in so far as those are in accordance with the purpose and in so far as the profit is used to achieve that goal. It can possess or acquire all movable and immovable properties which it needs for the realization of its purpose and exercise thereon all rights of ownership and other rights in rem, including rental and renting out. In addition to this, it can also conclude agreements, recruit personnel, sign contracts, with express inclusion of insurance policies, acquire subsidies/grants,  from both public authorities and private institutions, conduct sponsoring and post representatives in Belgium and abroad and act itself as a representative.

It may not, either directly, or indirectly, pay out or provide any pecuniary advantage to the founders, members or any other person, except for the unselfish purpose stipulated in the articles of association. Each transaction in violation with this prohibition is null and void.

Article 4. Values of the association

The association shall exercise its activities from an autonomous and pluralistic institution and without any distinction with regard to political, philosophical or religious views. The association accepts the rules of democracy and also the European Convention on Human Rights and the International Convention on the Rights of the Child.

Article 5. Term of the association

The Association has been incorporated for an indefinite term and can be dissolved at any moment.

II. MEMBERSHIP

Article 6. Members and associated members

In the Association there are on the one hand working, effective or short members (hereafter called “members”) and on the other hand associated members (also called observers). Only (effective) members have voting rights in the General Assembly.

Article 7. Number of members

The number of members is unlimited. The association counts, at least, 3 members. If the association falls back to less than 3 members, it shall be dissolved.

Article 8. Membership of the members

Any legal entity or organization that supports and subscribes to the objectives of the Association may apply for membership.

The substantive and/or formal conditions for joining the Association as a member are as follows:

• is a contracted party to ICANN in terms of the operation of a geo top-level domain, as defined previously in 3.b or has the authority to represent and act on behalf of such an organization; and
• has documented public support of its relevant government(s); and
• operates a top-level domain that is based on a geographic name, geographic identifier or geographic indication; and
• has the purpose of using domain names to indicate or identify as a geographic, linguistic or cultural origin.

The applicant must submit an application in written or by e-mail to the Board.

The Board decides autonomously with a majority of two-thirds of the present or represented votes on the acceptance of a candidate as member at its next meeting. This decision need not be justified. No appeal is possible against this decision.

If the Board refuses the admission of a prospective member, this prospective member can only file a new application after, at least 1 year, following the first application.

Article 9. Rights and duties of members

All members can consult the register of the members at the registered office of the association. For that purpose, they must address a written request to the Board with whom they agree upon a date and time of consultation of the register. This register cannot be moved.

Furthermore, all members have all rights and duties which have been established in the CAC.

They also have the following rights and duties:

• Comply with the Articles of Association, decisions, directives and rules formulated or accepted by the Association.
• 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”).
• 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.
• 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.
• 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.
• 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.

The General Assembly annually sets the annual membership fee for effective members, on the proposal of the Board.

A suspended, resigning or excluded member is obliged to pay the fee or payments for the current year.
A suspended, resigning or excluded member is not entitled to any reimbursement of paid fees.

Article 10. Resignation of members

Each member can resign, at any moment, from the Association by making that resignation public by a letter or e-mail to the Board. The resignation will take effect one month after the date of such notice.

In addition to this, a member is presumed to resign under the following circumstances and, consequently, the membership expires immediately and automatically:

• If the member no longer meets the conditions to be member in the Association.
• If a member was member of the General Meeting in a specific capacity and he or she loses that capacity,
• If a member has not paid his or her membership fees for the current year within a month after a written demand.
• Legal incapacity.

The membership of a member ends automatically in the event of its bankruptcy.

Article 11. Suspension of members

If a member acts in breach of the objectives of the Association or harms the reputation or interests of the association, the Board can suspend the membership pending the General Meeting at which the termination of the membership is decided.

Article 12. Exclusion of members

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.

Article 13. Exclusion of rights on the possession of the association

No single member or the entitled heirs or persons  of a deceased member, can have asserted or exercised any claim on the possession of the Association, nor may they reclaim the paid fees.

This exclusion of rights on the possession of the Association applies at all times: during the membership, at the termination of the membership for any reason whatsoever, at the dissolution of the Association, etc.

Article 14. Membership of associated members

Any legal entity or organization that supports and subscribes to the objectives of the Association and that may not be eligible to become an Effective Member can join the Association as associated member (Observer).

A prospective-associated member files an application by letter or e-mail with the Board.

The Board decides autonomously whether or not a candidate is accepted as an associated member. This decision need not be justified. This decision is not subject to appeal. If the Board refuses the admission of a prospective- associated member, this prospective- associated member can only file a new application after at least 1 year has passed since the previous application.

Article 15. Rights and duties of associated members

Associated members only have the rights and obligations which are described in these articles of association.

• Associated members can be invited and can attend the General Meeting at the invitation of the Board.
• Associated members have no voting rights.
• Associated members can make use, in their capacity, of the offer and services of the association.
• Comply with the Articles of Association, resolutions, guidelines and rules which have been adopted, formulated or accepted by the Association.
• The membership as associated member and the thereto attached rights are not transferable.

Legal persons and organizations must indicate the name of the natural person who exercises their membership rights (“Representative entitled to vote”).

• All associated members must pay the annual fee, as mentioned in the conditions of entry which the General Meeting has set for the next year on the proposal of the Board.
• All associated members have all rights mentioned in the Articles of Association and, in particular, the right of participation with voting rights in all events, elections and meetings of the General Meeting. Those rights apply on condition that the yearly fee has been duly paid.
• associated members shall participate in selected activities of the Association and can be invited as guests at the meetings of the General Meeting and working bodies of the Association. The Board of Directors has the exclusive right to decide in this matter.
• Each associated member is obliged to indicate his name and mailing address and e-mail-address to the Association. The costs which the Association incurs in connection with investigations into that matter must be reimbursed by the member. If applicable, also the costs which result from a legal action against a member must be reimbursed. All communication within the Association, including the invitations, can be sent by e-mail or letter to the address indicated by the member to the Association.

The Board can institute a fee for associated members by a simple majority of votes cast (= more “yes” than “no” votes).

A suspended, resigning or excluded associated member is obliged to pay the fee or payments for the current year. A suspended, resigning or excluded associated member is not entitled to any reimbursement of paid fees.

Article 16. Resignation of associated members

Each associated member can resign, at any moment, from the Association by making his/her resignation public by a letter or e-mail to the Board. The resignation takes effect one month after that notice.

In addition to this, an associated member is supposed to resign under the following circumstances:

• If the associated member does no longer meet the conditions to be associated member in the Association.
• If an associated member has not paid the fee within one month after a written demand.
• The dissolution of the legal person
• A legal incapacity

Article 17. Termination of membership of associated members

The membership of an associated member can be terminated at any moment by the Board.

If an associated member fails to comply with the articles of association, general terms and conditions and/or code of conduct, despite a demand in such regard, this constitutes automatically a basis for exclusion of such member. The decision about a possible exclusion as associated member rests with the General Meeting, as described in the previous paragraph of this article.

The membership of an associated member ends automatically in the event of its bankruptcy.

III. GENERAL MEETING

Article 18. Composition of the General Meeting

The General Meeting consists of the members.

It is chaired by the chairman, in his absence by the vice-chairman, in his absence by the director most senior in age out of the directors present.

The bureau of the General Meeting is composed of the person who chairs the meeting.

The Board can invite non-members to participate with an advisory role at one or more meetings of the General Meeting.

Article 19. Powers of the General Assembly

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

1. The amendment of the bylaws
2. The appointment and removal of the directors and the determination of their remuneration, if any
3. The appointment and removal of auditors and the determination of their remuneration
4. The discharge of the directors and statutory auditors, as well as, where applicable, the commencement of an action by the association against the directors and statutory auditors
5. The approval of the financial statements and budget
6. The determination of the annual membership fee on proposal of the board of directors
7. The dissolution of the association
8. All cases in which these bylaws or the CAC so provide

Article 20. Meetings of the General Meeting

The General Meeting must be convened at least, once a year, within six months after the closing of the financial year.

Article 21. Invitation and agenda of the General Meeting

The General Meetings are convened by the Board. Where applicable, an Extraordinary General Meeting can be convened by the statutory auditor or on request of 1/5 of the members of the Association.

The Board or, where applicable, the statutory auditor, convenes the General Meeting within twenty-one days after the calling request and the General Meeting is held, at the latest, on the fortieth day after this request.

The invitation is sent at least 15 days prior to the date of the General Meeting to all members, directors and statutory auditors.

The call is made by e-mail, if an e-mail-address was notified by the members, directors, executive directors and statutory auditor to the Association. If no e-mail-address was notified, the Association communicates by mail, which is sent on the same day as the communication by e-mail.

The invitation must contain the date, time and place of the General Meeting, as well as a draft of the agenda.

General Assembly can be held in Brussels or at any place 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.

The general meeting can only deliberate and resolve, in a valid way, about amendments to the articles of association, if the proposed amendments have been indicated precisely in the call.

A copy of the documents required to be submitted to the General Assembly under the CAC shall be sent promptly and free of charge to members, directors and auditors who request it.

Each proposal signed by at least 1/20^th of the members is placed on the agenda. It must be provided, at the latest, 16 days before the time of the General Meeting to the Board.

The General Meeting may only deliberate and resolve about the items on the agenda which have been mentioned in the agenda added to the call, unless all members are present and agree unanimously to add the item to the agenda. By way of an exception and only in case of extreme urgency, the Board can decide to add an item to the agenda at the meeting for deliberation and vote.

Article 22. Quorum at the General Meeting

The General Meeting can deliberate validly, irrespective of the number of members present and/or represented, except if the CAC or these articles of association stipulate otherwise.

For the following decision, at least, 2/3^rds of the members must be present or represented:

• An amendment to the articles of association and the cases which are considered equivalent to the same, such as a decision to dissolve and liquidate
• An exclusion of a member.

In case, at the first meeting, less than the required minimum of members is present or represented, a second meeting can be convened. Such meeting can deliberate and resolve validly and adopt the amendments, irrespective of the members present or represented. The second meeting cannot be held within two weeks after the first meeting.

Article 23. Conduct of the General Meeting

The directors reply to the questions which have been posed to them by the members, prior to or during the meeting, orally or in writing, and which relate to the items on the agenda. They can refuse, in the interest of the company, to reply to the questions, if the notification of certain data or facts could harm the association or is in breach of the confidentiality clauses entered into by the association.

Where applicable, the statutory auditor gives an answer to the questions which are posed to him by the members, prior to or during the meeting, orally or in writing, and which relate to the items on the agenda about which he issues a report. He can refuse, in the interest of the company, to reply to the questions, if the notification of certain data or facts could harm the association or is in breach of his professional duty of confidentiality or the confidentiality clauses entered into by the association. He has the right to address the General Meeting with regard to the fulfilment of his task.

The directors and statutory auditors can prepare a group of replies or single reply to different questions on the same subject matter.

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.

Article 24. Vote at the General Meeting

At the General Meeting, each member has one vote.

Members who cannot attend the meeting may be represented by other members.

Decisions are taken by a simple majority of votes casted (= more “yes” than “no” votes) of the votes of the present or represented members, except where the CAC or the articles of association stipulate otherwise.

By way of derogation from the foregoing, in case of a tied vote, the vote of the chairman or the one who replaces him shall be decisive. In the event of a tie, by a secret vote, the proposal is rejected. If at a vote regarding persons several candidates have obtained a same number of votes, a new vote shall take place, only between those persons. If also after the new vote the candidates obtained an equal number of votes, a decision is made by drawing of names, unless an agreement is reached among the candidates.

The following decisions require a majority of 2/3^rds of the present or represented members, for purposes of which abstentions are not taken into account, either in the numerator, or in the denominator:

• An amendment to the articles of association and the cases which are considered equivalent thereto, such as the decision to dissolve and liquidate
• An exclusion of a member.

If the amendment to the articles of association, nevertheless, refers to the object or unselfish purpose of the association, it will only be adopted, if it has obtained 4/5ths of the votes casted, for purposes of which  abstentions are not taken into account, either in the numerator, or in the denominator.

An amendment to the articles of association only comes into force, after the legal publication requirements have been complied with and, if applicable, after it has been approved by Royal Decree. Resolutions on this matter can only be adopted, if they have been indicated as an item on the agenda before the General Meeting.

The vote can take place by a call, show of hands or, at the request of 1/3 of the members that are present or represented, by a confidential vote. If the deliberations and decision-making relate to one or more persons, the vote always takes place secretly.

Article 25. Remote participation in the General Meeting

The Board can offer the possibility to the members to participate remotely in the general meeting through an electronic means of communication made available by the Association. As regards compliance with the terms in the matter of attendance and majority, the members who participate, in this manner, in the general meeting, are deemed to be present at the place where the general meeting is held.

For the application of participation via an electronic means of communication, the Association must be able to verify the capacity and identity of the members who participate remotely by means of the electronic means of communication used. Additional conditions can be attached to the use of the electronic means of communication, having as their only purpose that of ensuring the security of the electronic means of communication.

For the application of the participation through an electronic means of communication, the electronic means of communication must, at least, allow the members who participate remotely, without prejudice to any restriction imposed by or by virtue of the law, to take note of, directly, simultaneously and uninterruptedly,  the discussions during the meeting and to exercise their voting right with regard to all items on the agenda on which the meeting must issue a resolution. The electronic means of communication must, in addition, allow the members referred to in the first paragraph, to take part in the deliberations and to ask questions.

The notice to convene a general meeting comprises a clear and accurate description of the procedures with regard to remote participation. If the Association has an associations’ website, within the meaning set forth in  article 2:31 of the CAC, those procedures on who is entitled to participate in the general meeting, are made accessible on the associations’ website.

The minutes of the general meeting mention the possible technical problems and incidents which have impeded or disturbed the participation, through electronic means, at the general meeting or vote.

The members of the bureau of the general meeting cannot participate in the general meeting electronically.

Article 26. Preliminary electronic vote

The Board can decide to allow the members to vote remotely, through electronic means, before the general meeting. The practical organization of this preliminary vote shall be made known to the members, together with the call of this general meeting.

In such case, the Board shall take the necessary measures, so that the capacity and identity of the member can be verified.

Article 27. Written decision-making by the General Meeting

The members can pass, unanimously and in writing, all resolutions which fall within the competence of the General Meeting, with the exception of  amendments to the articles of association. In that case, the formalities of convening need not be fulfilled. The members of the Board and, where applicable, the statutory auditor, may take note, at their request, of those resolutions.

Article 28. Report on the General Meeting

An account is given of the decisions of the General Meeting in a report, which is kept at the registered office of the Association. The minutes are signed by the chairman and the directors who so request.

Each member has a right to inspect such report. Furthermore, the members are informed of the decisions of the General Meeting via e-mail.

Also associated members and interested third parties, who desire access to the minutes of the General Meeting, can file a written request, to this end, with the Board which decides on a discretionary basis on such matter.

IV. GOVERNANCE AND REPRESENTATION

Article 29. Composition of the Board

The Association is managed by a collegial Board, consisting of 3 directors. Only members (members of the general meeting) can be appointed director.

The directors are appointed by the General Meeting, by a simple majority of votes of the present or represented members for a term of 3 years. Directors are eligible for reappointment on an unlimited basis.

The permanent representatives of the prospective-directors must meet the following conditions:

• have all their civil rights;
• each director must be an authorized Voting Delegate or Effective Member.

The directors exercise their mandate free of charge. The costs they incur within the framework of the exercise of their board mandate are reimbursed on presentation of the necessary supporting documents.

The directors designate, from among their midst, the following functions: a president and a vice-president, a treasurer. Additional functions may be assigned to directors (e.g. secretary). They also perform these functions at the General Meeting.

The Board can invite persons who are not directors to participate in an advisory capacity in one or more meetings of the Board.

Each director shall notify his e-mail-address at the moment of his appointment. From that moment on, this e-mail-address shall be considered as a legally valid correspondence address for communication with that director. Each director undertakes to immediately notify any possible change of e-mail-address.

Article 30. Co-optation of directors

If the office of a director becomes vacant before the end of his mandate, the remaining directors have the right to co-opt a new director.

The next General Meeting must confirm the mandate of the co-opted director. In case of confirmation, the co-opted director completes the mandate of his predecessor, unless the General Meeting decides otherwise. If not confirmed,  the mandate of the co-opted director ends after the General Meeting, without this affecting negatively the regularity of the composition of the Board until that moment.

Article 31. Powers of the Board

The Board is authorized to perform all acts of internal management which may be necessary or useful for the realization of the objects of the Association, with the exception of the acts for which, according to the law or these articles of association, the General Meeting is exclusively competent.

Without prejudice to the obligations deriving from a collegial board, i.e. consultation and supervision, the directors can allocate the management tasks among each other. That allocation of tasks cannot be enforced against third parties, not even, after they have been made public. Non-compliance with such allocation compromises, nevertheless, the internal liability of the directors in question.

The Board has the obligation to seek out, together with the adverse party, a means of settling, either by reconciliation, or by arbitration, any dispute concerning the employment terms related to the association.

The Board issues all internal rules which it deems necessary. Provisions in the internal rules which affect the rights of the members, the competence of the bodies or the organization and mode of operation of the general meeting need to be adopted with application of the conditions required for an amendment to the articles of association. Such internal rules cannot contain provisions which conflict with the CAC or the statutes. The internal rules and any amendment thereto are notified to the members, in accordance with article 2:32 of the CAC or made available on the website of the legal person. The most recent version of the internal rules is always available for inspection at the registered office of the Association. If the Board changes the internal rules, it is obliged to include this in the agenda and minutes of the Board.

Article 32. External power to represent of the Board

The Board represents, as a collegial body, the Association in all acts at law and otherwise. It represents the Association by the majority of its members.

Without prejudice to the general representative authority of the Board as a collegial body, the Association is also represented, at law and otherwise, by 2 directors, who act together. For the representation of the association in light of administrative obligations and formalities (return, extracts, filing, registered letter, …) the signature of one director or by an executive director is sufficient.

The bodies of representation cannot perform legal acts, without the consent of the General Meeting, which relate to the representation of the Association in the purchase or sale of immovable properties of the Association and/or the establishment of a mortgage. These limitations of powers cannot be enforced against third parties, even after they have been made public. Non-compliance with them compromises, nevertheless, the internal liability of the directors in question.

The Board or the directors who represent the Association, can appoint authorized representatives of the Association. Only special and limited powers-of-attorney for specific or a series of specific legal acts are authorized. The authorized representatives bind the Association, within the limits of the power-of-attorney granted to them, the limits of which are indeed enforceable against third parties, in accordance with conditions applicable to the matter of mandates.

Article 33. Publication requirements of the Board

The appointment of the members of the Board and the persons authorized to represent the Association and their termination of office are made public by the filing in the association file at the court registry of the commercial court and publication of an extract in the Annexes to the Belgian Official Gazette. From those documents it must, in any case, result whether the persons who represent the Association, are capable of  binding the Association individually, jointly, or as a body, as well as the scope of their competences.

Article 34. Meetings of the Board

The Board shall meet as a collegial body as often as the interests of the Association require. Two directors can ask to convene the Board by written request to the chairman, stating and explaining the proposed item on the agenda.

The Board is convened by the chairman, two directors or an executive director. The chairman presides over the meeting. In case of his/her absence, he/she is replaced by the vice-chairman or the director most senior in age as a member of the Board of the association.

A director who is prevented or cannot participate in the meeting for another reason, cannot have himself represented.

Article 35. Quorum and vote by the Board

The Board can only deliberate and resolve validly, provided that two thirds of the board members are present and/or represented at the meeting.

Each director has one vote. The resolutions within the Board are adopted by a simple majority of votes cast (= more “yes” than “no” votes) of the present and/or represented directors. By way of derogation from the foregoing, in case of a tied vote, the vote of the chairman (or the one who replaces him) shall be decisive. In the event of a tie, by a secret vote, the proposal is rejected.

Resolutions of the Board can be adopted by an unanimous written agreement of the directors. The Board can also convene, deliberate and resolve through digital means (teleconference, videocall).

Article 36. Report of the Board

An account is given of the decisions of the Board in a report, which is kept at the registered office of the Association.

Each director and each member have a right of inspection of the reports.

The decisions are notified to the directors by letter or e-mail.

The reports of the meetings of the Board are signed by the chairman and directors who so request; copies for third parties are signed by, at least, one director.

Article 37. Conflicting interest

If the Board needs to take a decision or pronounce itself on a transaction which falls under its competence, by which a director has a direct or indirect conflict, under property law, which is in breach of the interest of the association, the director in question must notify this to the other directors, before the Board takes a resolution. His statement and explanation about the nature of this conflicting interest are included in the report of the meeting of the Board which must take the decision. The Board is not allowed to delegate this decision.

Any director with a conflict of interest cannot take part in the deliberations of the Board about those decisions or transactions, or in the vote in such regard. If the majority of the present or represented directors has a conflict of interests, the decision or transaction is, then, submitted to the General Meeting; in case the General Meeting approves the decision or transaction, the Board can execute them.

This procedure does not apply, if the decisions of the Board refer to usual transactions which take place under the conditions and with the guarantees and security interests which normally apply on the market for similar transactions.

Article 38. Termination of the board mandate, automatically by law, and by resignation

If the term of the mandate of a director has expired, the mandate ends automatically at the next General Meeting.

Moreover, a director is supposed to resign, if he/she no longer meets the conditions to become director in the Association, as determined in the articles of association. The acknowledgement hereof is made by the General Meeting.

Each director can resign by giving a written notification to chairman of the Board. The chairman gives his resignation to the vice-president or the vice-president. Directors shall remain in office until their replacement has been provided.

If a director resigns and the number of directors drops, because of this, below the legal minimum or the minimum under the articles of association, he must remain in office until the General Meeting can reasonably provide for his replacement or the Board does this on the basis of the power to co-opt.

The mandate of a director ends automatically, upon his or her death.

Article 39. Resignation of directors

The mandate of a director can be terminated, at any moment, by the General Meeting with a simple majority of the present or represented votes.

The vote on the termination of the mandate of a director is secret.

Article 40. Committees and working groups

The Board may create, in its midst or outside it, any advisory, policy preparation, consultative or technical committee or similar working group, which may or may not be permanent, the composition, powers, mission and, where relevant, the fixed or variable consideration of which it determines, to be covered by the overhead costs of the association.

Article 41. Representation and participation in external organizations

The Board of Directors may direct the Chairman or the Day-to-Day Administration 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.

V. DAY-TO-DAY ADMINISTRATION

Article 42. Composition of the Day-to-day Administration

The Day-to-Day Administration comprises both the acts and decisions which do not go beyond the day-to day needs of the association and the acts and decisions which, by reason of the lesser importance which they represent, or because of their urgent nature, do not justify the intervention of the Board. Amongst others, the administrative obligations and formalities (return, extracts, filing, registered letter) fall under the day-to-day administration.

The Board can assign the Day-to-Day Administration of the association, as well as the representation of the association as far as that administration is concerned, to one or more persons.

If it concerns several persons, those persons shall act together, as well as for the internal Day-to-Day Administration as regards the external power to represent in connection with the Day-to-Day Administration. The appointment decision needs to determine this further and possibly on a secondary basis.

The persons charged with the Day-to-Day Administration can only take decisions and/or perform legal acts which relate to the representation of the Association within the framework of the Day-to-Day Administration, with application of the methods, as established in their appointment decision. Those cannot be enforced against third parties, not even after they have been made public. Non-compliance with them compromises, nevertheless, the internal liability of the directors in question.

The Board is charged with the supervision on the Day-to-Day Administration.

Article 43. Publication Requirements of the Day-to-Day Administration

The appointment of the persons charged with the Day-to-Day Administration, and their termination of office are made public by the filing in the association file at the Court registry of the Commercial court and publication of an extract in the Annexes to the Belgian Official Gazette. Such documents must, in any case, contain a reference to the scope of their competences and whether the persons who represent the Association with regard to Day-to-Day Administration, bind the Association individually, jointly, or as a body.

VI. LIABILITY OF DIRECTORS

Article 44. Liability of directors and executive directors

The directors and executive directors (and all other persons who have had towards the Association effective administrative authority) are liable towards the Association for errors committed in the exercise of their mandate. This also applies towards third parties, in so far as the error committed is a noncontractual error. Those persons are, however, only liable for decisions, acts or behaviour which apparently fall outside the margin within which normally prudent and careful directors, placed under the same circumstances, could reasonably differ in opinion.

Since the Board forms a collegial body, their liability for the decisions or omissions of that body is joint and several.

With regard to errors with respect to which they were extraneous, they are, nevertheless, released from their liability, if they have reported the alleged error to the collegial Board. This mention, as well as the discussion stemming from it, are included in the minutes.

This liability, together with any other liability for damages which results from CAC and other law or regulations, as well as the liability for the debts of the legal person referred to in the article XX.227 of the CAC, is limited to the amounts included in art. 2:57 of the CAC.

VII. ACCOUNTS

Article 45. Financial year

The financial year of the Association begins on January 1^st and ends on December 31^st.

Article 46. Accounts

The accounts are kept, in accordance with the provisions in the CAC and the implementation decrees in question.

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

After the Board has accounted for the policy in the previous year, the General Meeting reports to the directors on the discharge. This happens by a separate vote. This discharge is only then legally valid, if the true condition of the association is not concealed by any omission or false statement in the annual accounts, and, as far as the extraordinary transactions falling outside the articles of association or the transactions conflicting with the CAC are concerned, if those have been indicated expressly in the call.

The annual accounts are filed within thirty days after approval by the General Meeting in the file at the Court Registry of the Commercial Court. Where applicable, the annual accounts are filed with the National Bank of Belgium, in accordance with the CAC and the implementation decrees in question.

Article 47. Supervision by a statutory auditor

As long as the Association does not exceed, for the most recently closed financial year, the criteria stipulated in the CAC, the Association is not obliged to nominate a statutory auditor.

As soon as the Association does, indeed, exceed the criteria stipulated in the CAC, it must charge one or more statutory auditors with the control of the financial position, annual accounts and the regularity in light of the law and the articles of association and the transactions which must be entered in the annual accounts.

The statutory auditor is appointed by the General Meeting from among the members of the Belgian Institute of Company Auditors for a term of three years. The General Meeting also determines the remuneration of the statutory auditor and pronounces itself on the discharge of the statutory auditor.

VIII. DISSOLUTION AND LIQUIDATION

Article 48. Voluntary dissolution of the association

The Association can be dissolved, at any moment, by the General Meeting. The General Meeting is convened to discuss the proposals in the matter of dissolution of the Association, submitted by the Board or, at least, 1/5th of all members.

In order to deliberate and decide, in a valid manner, about the dissolution of the Association, at least 2/3^rds of the members must be present or represented at the General Meeting. The decision to dissolve must be taken with a special majority of, at least, 4/5^ths of the present or represented votes.

In case of dissolution of the Association, the General Assembly shall determine the liquidation procedure. One or more liquidators are granted the widest possible rights to carry out the liquidation under the only restrictions of the General Assembly.

As from the decision of dissolution, the Association always mentions that it is an “Association in liquidation”, in accordance with the CAC. An Association in liquidation cannot change its name and may only transfer its registered office under the terms stipulated in art. 2:117 of the CAC.

Article 49. Destination of the assets of the association after dissolution

In case of dissolution and liquidation, the General Meeting or the liquidator(s) decides (decide) on the destination of the assets of the Association. In any case, it is destined for a legal entity, an association or foundation with a similar unselfish purpose.

Article 50. Publication requirements

All decisions with regard to the dissolution, liquidation terms, appointment and termination of office of the liquidators, closing of the liquidation and destination of the assets are filed in the association’s file at the Court registry of the Commercial Court and made public in the Annexes to the Belgian Official Gazette, in accordance with the CAC and its implementation decrees.

Article 51. Final Clauses

For all cases which are not settled by these articles of association, the provisions of the Belgian Companies and Associations Code (‘CAC’) and the (future) implementation decrees apply.

In case of contradiction between the Dutch version of documents disclosed and the translation thereof, this translation cannot be held against third parties. Those third parties may, however, rely on the voluntarily disclosed translation, unless the legal entity proves that the third parties had knowledge of the version in the original language i.e. the language area of the registered office.