Statutes
Adopted on July 8, 1972 and modified by decisions of the General Assembly of October 5, 1977, October 25, 1979, September 24, 1987, October 28, 1999 and October 4, 2007.
Section I – Legal form – Name – Registered office – Objectives – Term
Section III – Management – Control
Section V – Budget and accounting
Section VI – Assets of Association
Section VII – Dissolution – Liquidation
SECTION I
Legal form – Name – Registered office – Objectives – Term
Article 1
The association is named “ASSOCIATION INTERNATIONALE DU DROIT NUCLEAIRE” (AIDN), and in English “INTERNATIONAL NUCLEAR LAW ASSOCIATION” (INLA).
The Association is organised under the Belgian Law of June 27, 1921, as amended (hereinafter referred to as the Belgian Law).
Article 2
The registered office of the Association shall be located at 1000 Brussels, Square de Meeûs 29, in the judicial district of Brussels. It may be transferred to any other location in this judicial district by a decision of the General Assembly taken in accordance with the rules applicable to the amendment of these Statutes.
The Board of Management may set up committees in any country or group of countries in order to collect the membership fees and to perform such other duties as may be prescribed by the Board.
Article 3
The Association shall have as objectives the promotion and pursuit, on an international level, of studies and knowledge of legal issues related to the peaceful utilisation of nuclear energy, with a focus on protecting persons, property and the environment; the exchange of information between members of the Association; and scientific co-operation with other organisations having similar objectives.
For this purpose, the Association may, in particular, organise or promote meetings, congresses, debates, lectures, conferences and seminars and produce or participate in the production of scientific publications.
The Association may undertake all activities relating directly or indirectly to its objectives and may, by any means, provide assistance to, or collaborate with organisations pursuing the same objectives or whose activities contribute to the realisation of these objectives.
Article 4
The Association is constituted for an unlimited period.
SECTION II
Members
Article 5
Members of the Association shall be natural persons qualified in the fields to which the objectives of the Association relate.
Article 6
§ 1. Ordinary members
Ordinary members shall be admitted by the Board of Management of the Association and shall be subject to the present Statutes.
Each candidate shall have the right to appeal, to the next General Assembly, a decision refusing the candidate membership.
Ordinary members shall pay an annual membership fee. The amount of the membership fees shall be fixed by the Board of Management and shall not exceed 100 euros per annum, unless otherwise decided by the General Assembly on a proposal by the Board of Management.
The Board of Management may convert the amounts referred to in this paragraph into the equivalent in national currencies in round figures at the beginning of each year. The membership fee shall be paid by 30 April of each year.
§ 2. Honorary members
The Board of Management may confer the title of Honorary member on renowned experts in the fields to which the objectives of the Association relate.
Article 7
A member may resign at any time from the Association by giving written notice to the Board of Management.
Article 8
Members who fail to pay their membership fees for two consecutive years, and who fail to respond to a late payment reminder notice within two months of its delivery, will be considered as having resigned from the Association.
Members who contravene the objectives or interests of the Association may be expelled there from by decision of the General Assembly, which shall be taken by a two-thirds majority vote.
Members who resign or cease to be members of the Association for any other reason shall have no right to claim reimbursement of membership fees already paid or any title to assets of the Association.
SECTION III
Management – Control
Article 9
The Association shall be managed by a Board of Management composed of three (3) members at least, and eighteen (18) members at most, ordinary members of the Association elected by the General Assembly, which may also revoke such election. However, in case the General Secretary or the Scientific Advisor are members of the Board, the maximum number of Board members is raised accordingly, as of the time of their appointment until the end of their current term as a member of the Board of Management, up to not more than nineteen (19) (if the General Secretary and the Scientific Advisor are one and the same person or if only one of them is a Board member) or twenty (20) members as the case may be. At least one member of the Board of Management shall be of Belgian nationality.
The term of each member of the Board of Management elected at an Ordinary General Assembly of the Association is two years, beginning on January 1 of the year following the date of election. Such mandate may be renewed. Membership of the Board shall carry no remuneration.
The term of a member of the Board of Management elected at an Extraordinary General Assembly of the Association held between meetings of the Ordinary General Assembly, expires at midnight on December 31 of the year of the first ordinary General Assembly held following the election of such member.
If a member of the Board of Management resigns or dies during the term of such member, the Board of Management may fill the vacant Board position for the remainder of the term of such member by electing another member of the Association to the vacant Board position, subject to confirmation by the next General Assembly.
The former Presidents of the Association shall, unless elected to the Board, be honorary members of the Board of Management without the right to vote.
The Board of Management may appoint an Executive Committee consisting of the President, the Immediate Past President, the Vice-President(s), the Treasurer (if any), the Secretary General, the Scientific Advisor (if any) and possibly any other Board Member the Board deems appropriate, to prepare the meetings of the Board of Management.
Article 10
The members of the Board of Management shall elect from among themselves a President, one or more Vice-Presidents and, if necessary, a Treasurer.
The Board of Management shall appoint a Secretary General of the Association, who may or may not be a member of the Board of Management and set a fixed term for the mandate of the Secretary General. The Board of Management may, at any time, without notice and at its sole discretion, revoke the appointment of the Secretary General.
The Secretary General shall not be an auditor of the Association.
In case the Secretary General is not a member of the Board of management, the Secretary general may be invited to attend all or part of the Board’s Meetings without, however, having a right to vote. The Secretary General shall be informed of every major decision taken by the Board of Management.
The Secretary General shall liaise with the President and the Executive Committee, if any, establish links between the members of the Association, and perform required financial and administrative functions, including in particular the coordination of information, the secretarial administration of the Board of Management, and contribute to the organisation of the Association’s international congresses.
In the interest of the continuity of the Association, the term of the mandate of the Secretary General shall not necessarily coincide with that of the Board of Management.
The Board of Management may appoint a Scientific Advisor to the Association, who may or may not be a member of the Board of management, and set a fixed term for the mandate of the Scientific Advisor. The Board of Management may, at any time, without notice, and at its sole discretion, revoke the appointment of such Scientific Advisor. The Scientific Advisor shall perform any function determined by the Board of Management.
The Scientific Advisor may be the Secretary General, but shall not be an auditor of the Association.
In case the Scientific Advisor is not a member of the Board of Management, the Scientific Advisor may be invited to attend all or part of the Board’s Meetings without, however, having right to vote. The Scientific Advisor shall be informed of every major decision taken by the Board of Management.
The functions set forth in this Article shall carry no remuneration.
Article 11
The Board of Management shall meet not less than once a year; moreover, it shall meet whenever such a meeting is required in the interests of the Association or whenever such meeting is requested by not less than one quarter of the members of the Board of Management. All such meetings shall be convened by the President, or by the Immediate Past President acting together with one of the Vice-Presidents, or by two Vice-Presidents acting together, or by the Immediate Past President or a Vice-President acting together with the Secretary General or by a majority of elected Board members. Meetings shall be chaired by the Board’s President or, if the President is prevented from doing so, by the Immediate Past president or one of its Vice-Presidents.
The notice of convocation for a meeting of the Board of Management shall contain the date, time, location and agenda of each such meeting. It shall be in writing and be sent to the members of the Board of Management by post, electronic mail, or by telecopy not less than twenty-one (21) days in advance of the date of the meeting unless all members of the Board agree on a shorter term.
The deliberations of the Board of Management shall be valid only if half of the members of the Board are present or represented.
Members of the Board may be represented by another member of the Board, provided there exists a duly signed proxy. Each member of the Board can only hold two proxies.
Deliberations of the Board of Management may be conducted by means of conference call, videoconference or any other electronic means accepted by the Board of Management. The vote of members may be oral or written provided that it is clearly expressed and without any ambiguity.
Each elected member of the Board is entitled to one vote. Resolutions of the Board of Management shall be agreed upon by a simple majority vote of the members present or represented. In the case of an equality of votes, the vote of the President shall be decisive.
The deliberations of the Board of Management shall be recorded in minutes which shall be submitted for approval to the Board, at the latest during the next meeting of the Board, and which shall be signed by the President and one member of the Board.
Excerpts from, or copies of, such minutes shall be certified by a member of the Board, or the Secretary General.
Article 12
The Board of Management has the powers conferred on it by the Belgian law. The Board of Management shall have any and all powers to make all arrangements and take all measures regarding the Association. Thus, it shall be authorised to take all actions, which are not specifically reserved to the General Assembly by law or by these Statutes.
The Board of Management is responsible for performing all formalities, including those of official reporting and publication, required by the Belgian law.
The Board of Management shall regulate the internal administration of the Association in Terms of Reference, which shall be submitted to the General Assembly for approval.
The Board of Management may, at its discretion, delegate the performance of the daily management of the Association to one or more persons, chosen from among its members or otherwise.
The Board of Management may delegate specific powers of authority to members of the Board, members of the Association, or to third parties. Such powers of authority shall be limited to the specific scope and duration set forth by the Board of Management.
Article 13
Commitments binding the Association shall be valid if signed by at least two members of the Board of Management, or by one member of the Board of Management and the Secretary General, without requiring proof of a previous decision of the Board of Management.
In legal actions, the Association shall be represented by the Board of Management both as a plaintiff and as a defendant, the Board of Management being represented by its President, the Immediate Past President or one Vice-President or any other member of the Board of Management specifically designated by the Board of Management.
In all of its relations with the Post Office and Banking institutions, in particular for payments and collection of mail (registered or otherwise) and the opening, closing and management of accounts, the Association shall be duly represented by one of the members of the Board or by a person mandated by the Board of Management to perform such tasks.
As to third parties, the Association shall be bound by acts of a special delegate of the Association unless the third party has actual knowledge that such acts exceed the authority of the delegate
As between the Association and a special delegate, the Association shall be bound by acts of a special delegate which are taken within the limits of the authority of the special delegate.
The Association shall also be bound by acts of the delegate in charge of the daily management of the Association within the limits of such delegate’s authority of daily management.
Article 14
The Association shall maintain accounting records in accordance with the Belgian Law. The financial year shall commence on 1 January and end on 31 December of each year.
The accounts of the previous year, the budget for the following year, and an activity report shall be presented every two (2) years to the General Assembly for approval. The budget shall reflect the proceeds and the charges for the following financial year. The accounts shall be filed in accordance with the Belgian Law.
The General Assembly shall elect from among its members, with the exception of its members who are also Members of the Board of Management, one or more auditors who shall be responsible for duly auditing the accounts of the Association and writing a report about the accounting and the annual budget.
SECTION IV
General Assembly
Article 15
The General Assembly shall consist of all ordinary members of the Association who have duly paid their membership fees.
Honorary members shall equally have the right to attend the General Assembly.
The General Assembly shall have any and all rights to give instructions to the Board of Management and to take or authorise actions to be taken concerning the Association.
In particular :
a) it shall approve the Statutes of the Association and their amendment
b) it shall nominate the members of the Board of Management and if necessary revoke such nomination ; this implies the power to determine the number of members of the Board of Management within the limits set by the present Statutes
c) it shall appoint and, if necessary, revoke the appointment of the auditors
d) it shall decide, on the basis of a report by the Board of Management relating to a particular period, the scientific activities and administrative organisation of the Association
e) it shall approve the Association’s budget and accounts
f) it shall discharge the administrators, auditor(s) and, in the event of a dissolution, the liquidators of the Association
g) it shall decide upon the voluntary dissolution of the Association.
h) It shall decide upon the appeal of a rejected candidate member against the decision of the Board not to accept the candidate member as a member of the Association.
Article 16
The Board of Management shall call an Ordinary General Assembly at least once every two (2) years.
Extraordinary General Assemblies may be called whenever the Board of Management thinks fit or appropriate to do so, or whenever at least ten percent (10%) of the ordinary members file a substantiated and signed application to this effect.
Article 17
Notice of convocation of the General Assembly shall be sent via post, electronic mail or telecopy and shall be signed by the President or, if the President is unable to do so, by the Immediate Past President acting together with one of the Vice-Presidents, by two Vice-Presidents acting together, or by the Immediate Past President or a Vice-President acting together with the Secretary General. The notice shall be sent to all members of the Association no later than twenty-one (21) days prior to the date fixed for the meeting of the General Assembly. The notice of convocation shall include the date, time and location of the meeting and its agenda.
Each member may be represented by another member of the Association with a duly signed proxy.
Article 18
The General Assembly shall be chaired by the President or, in the absence of the President, by the Immediate Past President or one of the Vice- Presidents. If neither the President nor the Immediate Past President nor any Vice-President is present, the General Assembly shall elect a Chair from among its members.
The Chair of the Assembly shall appoint a Secretary, and the General Assembly shall designate two Clerks for the voting procedure from among the members present. These four shall constitute the Assembly Secretariat.
Article 19
The General Assembly may only take valid decisions on the points outlined in the agenda if one quarter of the ordinary members is either present or represented.
If the General Assembly does not constitute this quorum, another General Assembly shall be called within the shortest possible time. This second General Assembly may take valid decisions irrespective of the number of ordinary members present or represented.
Each ordinary member shall have one vote. The number of proxies which may be held by any one member present may be limited by the Terms of Reference.
Decisions shall be made by simple majority vote. In the case of an equality of votes, the vote of the President shall be decisive. Resolutions on points that were not included in the agenda may only be adopted by a two-thirds majority vote of the members present or represented.
However, any amendment of the Statutes and any decision regarding the deemed resignation of a member under Article 8 or regarding the dissolution of the Association under Article 22 shall require a two-thirds majority vote of the members present or represented.
The decisions of the General Assembly shall be recorded in minutes to be signed by the members of the Assembly Secretariat.
Excerpts from, or copies of, such minutes shall be certified by the President, or one of the Vice-Presidents, or the Immediate Past President or the General Secretary or by any other party with a valid mandate from the Board of Management to conduct the daily management of the Association.
Any amendment of these Statutes shall be filed, without delay, at the clerk’s office of the commercial court and shall be published in the Appendices of the “Moniteur Belge” in accordance with the Belgian Law.
SECTION V
Budget and accounting
Article 20
The Board of Management shall render the accounts for the past fiscal period and shall prepare the budget for the coming fiscal period.
SECTION VI
Assets of Association
Article 21
The assets of the Association shall consist of the membership fees, donations or other financial contributions whose acceptance shall be subject to a decision by the Board of Management, and of the return on the assets of the Association.
SECTION VII
Dissolution – Liquidation
Article 22
The dissolution of the Association may be decided upon at any time by the General Assembly, subject to the provisions of the Statutes regarding their amendment.
In such case, the General Assembly shall appoint the liquidators, determine their powers, and decide upon the disposition of the proceeds of the liquidation, which shall be donated to another association pursuing the same or similar objectives.
Any decision relating to dissolution, the conditions of the liquidation, the nomination and the suspension of the functions of the liquidator, the closure of the dissolution, or the disposition of the net assets shall be filed and published in accordance with the Belgian Law.
