Statute of Belgian Ruby User Group (BRUG) ASBL/VZW

TITLE I - NAME, REGISTERED OFFICE, DURATION, OBJECTIVES

Article 1. Name

The association has the name "Belgian Ruby User Group", in abbreviated "BRUG".

Article 2. Registered Office

The registered office of the association shall be and reside under the judicial district . Any change in the registered office of the exclusive is competence of the general assembly to vote on this issue.

Article 3. Duration

The association is set up for an indefinite period of time.

Article 4. Objectives

The association aims at promoting the programming language Ruby and supporting the Belgian Ruby community. In that way, the association's purpose is as follows:

• to organize and/or support events promoting Ruby and/or bringing Ruby developers together;
• to work in Belgium for education and spread of Ruby;
• to perform any other act, transaction or other economic activity under the condition that they serve its objectives.

TITLE II: MEMBERS, ADMISSION, TERMINATION

Article 5. Members

The association is composed of: associate members and full members.

Article 6. About Members and Their Admission

Members can have one of the two status:

• associate member - which consists of all the persons that have paid their annual membership fee and participate to the activities of the association;
• full member - which consists of all associate members admitted as a full member by the General Assembly to a simple majority of the votes present or represented.

The number of associate members is unlimited.

The number of full members cannot be less than three. Only full members enjoy the full rights accorded to the members by law and this statute.

Any member (associate or full) is deemed to adhere to the statute of the association.

Article 7. Register

The association maintain a register of the full members, under the responsibility of the board. All decisions of admission or termination of full members are registered at the request of the Board.

Article 8. Termination and Suspension of Membership

Any member, including board member, is free to resign to the association by sending his/her resignation letter by email or mail sent to the board.

Is also deemed to have resigned:

• the member ceasing to exist pursuant to the laws of its country of incorporation or, the member being an individual, upon death;
• the member ceasing to qualify as such in accordance with the Article 6;
• the member who does not pay his/her membership fee one month after the reminder sent to him/her by email; or
• the full member who is not present or is not represented at two consecutive General Assemblies.

The expulsion of any member as well as any board member is decided by the General Assembly with the consent of the two thirds of the present or represented votes.

As an interim measure until the decision of the GeneralAassembly, the board may suspend any member guilty of a serious breach of the laws, the statute, or internal policy document, or in case of other action that could harm the association.

The expulsion of a member or a board member requires the following conditions:

• the regular convening of a general assembly at which all full members must be convened;
• the mention in the agenda of the General Assembly of the proposed expulsion with at least brief mention of the reason for this proposal;
• the decision of the General Assembly must be taken by a majority of two thirds of votes of the members present or represented, but no quorum is required;
• respect for the rights of the defense, that is to say, the hearing of the member whose expulsion is requested, if they wish;
• the mention of the expulsion in the register of full members;
• the decision must be taken by secret ballot.

In any case, a resigning member, suspended, or expelled, and the heirs or assigns of the deceased member had any right to the assets of the association. A resigning member suspended or expelled may not charge or require no statements, accountability, sealing, inventories, or claim a refund of contributions or donations of any kind that they might have the benefit of the association, and in accordance with Article .

TITLE III: GENERAL ASSEMBLY

Article 9. Composition and Presidency

The General Assembly is composed of all the full members and is chaired by the President.

The associate members can be invited but do not have the right to vote.

The Chairman:

• calls the opening and the closing of the assembly;
• collects the procurations;
• checks if the quorum is met, moderates the discussion, and gives the voice to the participants;
• submits the proposition to a vote;
• claims the decisions taken by the general assembly.

Article 10. Power and competencies

The General Assembly is the sovereign power of the association, being notably responsible for:

• the amendment of the statutes;
• the appointment and removal of directors and the auditors;
• the approval of budgets and accounts;
• the discharge to be granted to directors and auditors;
• the exclusion of members;
• the dissolution of the association;
• the possible transformation into a social purpose company;
• all cases required in the statutes.

Article 11. Ordinary and Extraordinary General Assembly, Convocation

All full members are convoked to the ordinary General Assembly. It is organized at least once a year, in the first 6 months of the financial year.

The General Assembly is convoked by the board member chosen by the board. The convocation is sent by email at least 15 days before the date of the assembly. The convocation will mention the date, the hour, the place, and the agenda.

An extraordinary General Assembly can be convoked when at least a fifth of the full members request it by written, or when at least 3 board members call it.

Article 12. Right of vote

All full members have an equal right to vote at the General Assembly. Every full member can be represented by another full member to whom they give a written procuration. Every member cannot have more than 3 procurations.

The decisions are taken at the simple majority of present votes or represented, except in the case when it is decided otherwise by the law or the present statute.

In case of equality of votes, the point is reported at the next General Assembly.

Article 13. Disolving of the association and modification of the statute

The General Assembly can only decide the disolving of the association or the modification of the statute with respect to the law. Every modification of the statute has to be submitted, at most one month after its decision, to the Registry of the Commercial Court [greffe du tribunal de commerce] to be published in « Annexes du Moniteur belge ».

Article 14. Minutes

For every General Assembly, a board member takes minutes collecting the decisions taken by the assembly. Those minutes will be published on the mailing list of the association in the upcoming seven days and make them available to any full members that request it.

TITLE IV: BOARD

Article 15. Members, and duration of mandate

The board is composed of 3 board members:

• President
• Treasurer
• Secretary

The members are elected for a 1 year mandate by the general assembly.

In case of a position not filled, a general assembly has to be convoked to elect a new board member.

Article 16. Meeting, Power and Roles

The board meets each time it is needed. It is convoked by at least one board member. It is usually chaired by the president, but another member can chair it if it is decided so at the beginning of the meeting.

The board can deliberate if at least 2 board members are present.

One board member collects decisions and votes into minutes of meeting. Those can be requested by any full member.

The Board of Directors has the broadest powers to administration and management of the association. This list is not exhaustive:

• make and spend all acts and contracts;
• open and manage all bank accounts;
• accept any legacies, grants, donations and transfers;
• waive all rights;
• represent the association in court, either as defendant or as complainant;
• it can also appoint and dismiss the staff of the association.

All powers not expressly reserved by law or statutes at the General Assembly shall be exercised by the Board of Directors.

All the board members act in order to run the association according its mission and statute. Each member has different roles as defined in the following.

The president:

• represents the official figure of the organization;
• represents the organization at public events;
• chairs the board meetings and the general assemblies.

The treasurer:

• keeps track of all incoming and outgoing expenses;
• prepares the yearly report.

The secretary:

• writes the minutes of the assemblies and the board meetings;
• assists the president and the treasurer in their respective role.

The board can decide to delegate some tasks to associate or full members in order to achieve its goals.

In the exercise of their mandates administrators can not receive any remuneration or fees of any kind, whether in cash or in kind. This clause also applies to the exercise of functions other than that they would exercise director within the association. However, for duly justified expenses incurred in the course of their duties on behalf of the association can be reimbursed.

Article 17. Election.

Every full member who is at least 18 year old can be elected. The date of dissolution of the board is decided at a general assembly. At the same general assembly, the new board members are elected. The quorum has to be of at least of 50% + 1 for a valid election. The new board starts when the former one is dissolved.

The full members that run to be a elected as board member has to send their intention to the board in order to be listed in the agenda.

Article 18. Resignation and Dismissal

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TODO

financial year start end internal document with additional rules what happens when terminating the association