Statutes

Below is a translation of the European Railway Passengers Union Statutes. The original statutes are in French and published here.

STATUTES OF

“EUROPEAN RAIL PASSENGERS UNION”, association with non-profit purpose

CHAPTER I: NAME - REGISTERED OFFICE - DURATION

Name
1. The Association is called: European Rail Passengers Union, association with non-profit purpose or ASBL.
2. The Association takes an abbreviated name of “ERPU, ASBL”.
3. All deeds, invoices, announcements, publications, letters, order notes, websites and other documents, whether electronic or not, from the Association, must contain:
the name of the legal person, the legal form, in full or abbreviated;
the precise indication of the registered office of the legal person;
the company number;
the terms “register of legal persons” or the abbreviation “RPM” followed by the indication of the [competent] Tribunal [according to] the registered office of the legal person;
the number of at least one account held by the Association with a credit institution established in Belgium;
where applicable, the email address and website of the legal person;
where applicable, an indication that the legal person is in liquidation.

Registered office
1. The Association’s registered office is established in the Brussels-Capital Region.
2. It can be transferred by the decision of the Board of Directors to any other place located within the Brussels-Capital Region.
3. Any modification of the registered office must be deposited with the competent Tribunal de l’Entreprise to be published in the Belgian National Gazette within thirty days from the date of the conclusion of the deed.
Duration
1. The Association is established for an undetermined duration.

CHAPTER II: GOAL – ACTIVITIES

Goal
1. The goal of the Association is to:
make it easier, more convenient, and cheaper to use cross-border rail in Europe;
help make rail a viable or even the default option for European cross-border journeys;
represent the interests of passengers in legislative processes, at the EU, national and regional levels, which pertain to rail transportation, ticketing, and passenger rights;
identify and help remove shortcomings in existing and future cross-border rail passenger services and infrastructure;
raise awareness of cross-border rail with existing passenger organisations, transport authorities, and infrastructure and railway operators.

Activities
1. The Association pursues the achievement of its goal by carrying out all activities related to its goal, including but not limited to the following:
research and document infrastructure and operations at present, past, and possible future railway border crossings;
research and formulate policy recommendations, with a focus on the perspective of passengers;
increase awareness of cross-border railway issues through media outreach and public events and mobilization of rail passengers to have their voices heard;
petition and work with local and regional authorities and operators to improve railway service across existing border crossings;
represent passenger interests by influencing legislative processes at the EU, national and regional levels.
The Association can perform all deeds and activities relating directly or indirectly to its goal. It can lend its support or be involved in any activities similar to its own that are run by third parties. It may also provide support and take an interest in any other activities carried out by persons or organisations pursuing a similar goal.
The association may receive any material or financial assistance or contribution from legal entities, public or private, or from individuals. The funds and materials thus collected shall be used exclusively for the achievement of its goal.
The Association may not distribute or procure directly or indirectly any economic advantages to its founders, members, Board Directors or to any other person besides the non-profit goal determined by the statutes.

CHAPTER III: MEMBERS

Membership
1. The Association is made up of full members.
2. The minimum number of full members cannot be less than two and their maximum number is unrestricted.

Members and admission
1. The full members are:
the founding members;
any natural person of age, who uses or wishes to use cross-border rail in Europe, and who agrees to respect the Association’s statutes, and this, provided they have filled in the required membership adherence form and paid the membership fee.
Any person wishing to become a full member of the Association must send a written request to the Board of Directors. The Board of Directors can create a template of the written request through which the membership applications are made.

Member register
1. The Association maintains a register of full members under the responsibility of the Board of Directors. This register contains the last names, first names and [permanent residency] addresses of the full members, as well as the dates of the start and end of their membership.
2. Any decision of admission, resignation or exclusion of a full member shall be entered in the register at the behest of the Board of Directors within eight days of the knowledge of the change(s) occurring.

All full members can consult the register of members at the registered office of the Association, without moving the register, on a simple written request addressed to the Board of Directors of the Association.

Rights and obligations of the members
1. Full members enjoy all the rights of membership granted by law or these statutes.
2. Full members are obliged to respect the statutes and regulations of the Association.

Resignation
1. Members are free to withdraw from the Association by sending a written resignation to the Board of Directors.
2. Any member who does not pay the membership fee due is deemed to have resigned on the last day of the month that follows the month during which a reminder was issued [to her/him] via email from the Board of Directors or via the electronic system managing the membership of the ERPU ASBL.

Exclusion and suspension of full members
1. A full member can be excluded from the Association ipso jure, as a result of death or incapacity.
2. A full member can be proposed for exclusion by the Board of Directors on the following grounds:
having committed a repeated and serious breach of the Association’s statutes or the internal rules, or decisions adopted by the general assembly or the Board of Directors,
having been convicted by a court of law for a criminal offence that is incompatible with the ethical values, public-interest objectives, or reputation of the Association,
being subject to a final court judgment or legal sentence (in Belgium or abroad) that prevents the member from exercising civil rights or participating in the association’s activities in good standing,
engaging in behaviour or activities, either publicly or privately, that seriously harm the reputation, integrity, or operational interests of the Association or its members,
having not participated for a prolonged and unjustified time in the activities of the Association, including absence from General Assemblies.
The exclusion of a full member is within the competence of the general assembly deciding by secret ballot and by a majority of two-thirds of the votes of the members present or validly represented, provided that at least two-thirds of the members are present or validly represented.

If this latter condition is not met, a second convocation notice will be necessary and the new assembly will deliberate and validly rule regardless of the number of members present or validly represented. The second assembly cannot be held within fifteen days after the first assembly.
The general assembly can validly deliberate and rule on the exclusion of the full member only if the proposed exclusion is indicated precisely in the convocation notice.
The full member proposed for exclusion is invited to present her/his explanations to the general assembly before the latter takes the decision. He/she may, if he/she so desires, be assisted by the counsel of his/her choice.
A full member is notified of the exclusion sanction taken against her/him by a registered letter. The sanction must be duly justified.
Pending the decision of the general assembly concerning the exclusion of a full member, the Board of Directors may suspend this member. The suspension of a full member can be pronounced by the Board of Directors by a simple majority of the votes of the Board Directors present and provided that at least half of the Board Directors are present.
The full member whose suspension is envisaged will have a hearing in front of the Board of Directors before the vote. He/she may, if he/she so desires, be assisted by the counsel of his/her choice.
During the period of suspension temporarily declared by the Board of Directors, the rights of the full member are suspended, except for her/his statutory rights.

Cessation of rights
1. The member who resigned or was excluded has no claim on the Association’s assets and cannot claim reimbursement of membership fees paid.

CHAPTER IV: MEMBERSHIP FEES

Membership fee
1. The full members pay an annual membership fee.
2. The [amount of the] annual membership fee of full members is fixed by the general assembly, without being able to be set higher than 10 000 000,00 (ten million) euros.
3. The Board of Directors has the authority to reduce, waive or increase the membership fee for all full members, for selected categories or groups of full members or individually on a case-by-case basis, and this, for a selected period or indefinitely.
4. The first general assembly which follows must confirm the decision of the Board of Directors. If there is no confirmation, the decision of the Board of Directors is revoked. In such case the general assembly will also decide if the full membership fees are due retroactively.

CHAPTER V: GENERAL ASSEMBLY

Composition of the general assembly
1. The general assembly is composed of all full members of the Association.

Powers of the general assembly
1. The general assembly has the powers expressly recognised by law or these statutes.
2. A decision of the general assembly is required for:
the modification of the statutes;
setting the [amount of] membership fees for the full members;
the appointment and dismissal of Board Directors and setting their remuneration in cases where remuneration is allocated to them;
the appointment and dismissal of the auditor and fixing her/his remuneration;
the exclusion of a full member;
the approval of the annual accounts and the budget;
granting discharge [exoneration] to the Board Directors and the auditor, as well as, where applicable, starting legal action by the Association’s against the Board Directors and auditors;
making or accepting gratuitous universality contribution [a transfer of the entire assets and liabilities];
the transformation of the ASBL into an AISBL or a cooperative society registered as a social enterprise or a cooperative social enterprise;
the dissolution of the Association;
all other cases where the law or the statutes so require.

Frequency and summoning period
1. At least one general assembly should be held each year. An ordinary general assembly must be held within six months of the closing date of the financial year.
2. The Association may be convened in a general assembly at any time by decision of the Board of Directors or at the request of at least one-fifth of the full members.
3. If applicable, the auditor may convene the general assembly.
4. The Board of Directors or, where applicable, the auditor, convenes the general assembly within twenty-one days of the summons request, and the general assembly is held no later than on the fortieth day following this request.

Method of convening
1. The general assembly is convened by the Board of Directors at least fifteen days before the assembly by an email sent from the Association’s email address as published in the Belgian National Gazette.
2. The convocation is signed by the president or treasurer, on behalf of the Board of Directors.
3. All members must be convened.
4. The convocation notice mentions the day, time and place of the general assembly. Each meeting will be held on the day, time and place mentioned in the convocation notice.
5. The agenda is attached to the convocation notice.
6. Any proposal signed by at least one-twentieth of the full members must be placed on the agenda.
7. A copy of the documents, which must be sent to the general assembly according to the Code of Companies and Associations, are sent without delay and free of charge to the members, Board Directors and auditors who request it.

Participation and voting rights of members
1. Each full member has the right to attend the general assembly.
2. Each full member has one vote.
3. Each full member can be represented at the general assembly by another full member by means of a written proxy.

Each proxy holder cannot hold more than one proxy.

When the general assembly deliberates on the basis of a report drawn up by the auditor, the auditor participates in the general assembly.
The Board of Directors may invite any person to all or part of the general assembly as an observer or consultant.

Quorum and majority of the general assembly
1. The general assembly deliberates validly regardless of the number of members present or represented, except in cases where it is decided otherwise by law or these statutes.
2. However, if a decision has been taken by the general assembly, without at least half of the members being present or validly represented, the Board of Directors has the option to adjourn the decision until the next general assembly.
3. Resolutions are taken by a simple majority of the votes of the members present or validly represented without taking into account abstentions into the numerator or the denominator, except in cases where it is decided otherwise by the law or these statutes.
Quorum and majority for statutory modifications
1. The general assembly can validly deliberate and rule on the statutory modifications only if the proposed modifications are indicated precisely in the convocation notice and if at least two-thirds of the members are present or validly represented at the meeting.
2. If this latter condition is not met, a second convocation notice will be necessary and the new assembly will deliberate and validly rule regardless of the number of members present or validly represented. The second assembly cannot be held within fifteen days after the first assembly.
3. No statutory modification is allowed unless it has obtained two-thirds of the votes of the members present or validly represented, without taking into account abstentions into the numerator or the denominator. However, the modification which relates to the non-profit goal or the active purposes of the Association can only be adopted by a majority of four-fifths of the votes of the members present or validly represented, without taking into account abstentions into the numerator or the denominator.

The proceedings of the general assembly
1. The general assembly is chaired by the president of the Board of Directors. Failing this, it is chaired by the treasurer.
2. The Board Directors answer the questions asked by the full members, orally or in writing, before or during the general assembly, and which are linked to the agenda items. They can, in the interest of the Association, refuse to answer questions when the communication of certain data or certain facts may harm the Association or is contrary to the confidentiality clauses contracted by the Association.

The auditor responds to the questions asked by the full members, orally or in writing, before or during the general assembly, and which are linked to the agenda items on which he/she is reporting. He/she may, in the interest of the Association, refuse to answer questions when the communication of certain data or certain facts can harm the Association or is contrary to professional secrecy to which he/she is bound or to the confidentiality clauses contracted by the Association. He/she has the right to speak at the general assembly in connection with [the accomplishment of] her/his mission.

The Board Directors and the auditor may give a grouped answer to various questions relating to the same subject.

During an ordinary annual general assembly, the Board of Directors presents the financial situation and the budget implementation.

After the approval of the annual accounts, the general assembly decides by a special vote on the discharge [exoneration] of the Board Directors and, if applicable, the auditor.

This discharge [exoneration] is only valid if the annual accounts contain no omission nor false indication concealing the real situation of the Association and, as for the transactions that violate the [Association’s] statutes or the current Code [of Companies and Associations], [the discharge/exoneration is valid only if] they [such violations] have been specially indicated in the convocation notice.

Except in the cases provided for in the Code of Companies and Associations, which includes the powers of the general assembly listed in these statutes, the general assembly can validly deliberate on points which are not mentioned on the agenda.

Participation in the general assembly by means of electronic communication
1. The Board of Directors may provide the possibility for members to participate remotely in the general assembly using means of electronic communication made available by the Association. Regarding compliance with the quorum and majority conditions, members who participate in the general assembly in this way are deemed to be present at the place where the general assembly is held.
2. For the purposes of paragraph 1, the Association must be able to verify, through the means of electronic communication used, the status and identity of the member referred to in paragraph 1. Additional conditions may be imposed for the use of the means of electronic communication, with the sole objective of ensuring the security of the means of electronic communication.
3. For the purposes of paragraph 1, and without prejudice to any restriction imposed by or under the law, the means of electronic communication must at least allow the members referred to in paragraph 1 to become aware in a direct, simultaneous and continuous manner, of discussions within the general assembly and to exercise their right to vote on all points on which the general assembly is called to decide.
4. The means of electronic communication must also allow the members referred to in paragraph 1 to participate in the deliberations and ask questions, unless the Board of Directors provides in the convocation notice of the general assembly the reason for which the Association does not have such means of electronic communication.
5. The convocation notice to the general assembly must contain a clear and precise description of the procedures relating to remote participation. If the Association publishes its website address (URL) in the Belgian National Gazette, these procedures must also be made accessible on the Association's website to those who have the right to participate in the general assembly.
6. The minutes of the general assembly mention any technical problems and incidents that prevented or disrupted participation by the means of electronic communication in the general assembly or in the voting.

The bureau of the general assembly, composed of at least two Board members, including the president or the Board Director who replaces her/him, cannot participate in the general assembly using the means of electronic communication.

Records of decisions of the general assembly
1. The decisions of the general assembly are recorded in a register of minutes and signed by the president and the Board Directors who wish to do so.
2. This register is kept at the registered office where the full members can consult it, without moving the register, after a written request to the Board of Directors, with whom the member must agree on the date and time of the consultation.
3. Third parties have the possibility to consult the minutes in duly justified cases, after a written request to the Board of Directors.
4. The decisions relating to statutory changes, the appointment and dismissal of Board Directors, delegates for day-to-day management and auditors as well as the dissolution or transformation of the Association must be filed with the competent Tribunal de l’Entreprise to be published in the Belgian National Gazette within thirty days from the date of the conclusion of the deed.

CHAPTER VI: BOARD OF DIRECTORS

Composition of the Board of Directors
1. The Board of Directors comprises at least three and at maximum seven natural persons, elected by the general assembly from among the full members of the Association for a term of two years and at any time revocable by it.
2. Candidates for the Board of Directors must have been full members of the Association for at least one year and must have submitted their candidacy in response to the Board's pre-election call.
3. If and as long as the Association has less than three members, the Board of Directors can be made up of two Directors.
4. The general assembly first votes to confirm the number of Directors that the Board will comprise during the upcoming mandate. Then the general assembly votes to elect the number of Board Directors it has decided upon.
5. Employees of the Association can be part of the Board of Directors.
6. Any Board Director is free to resign by sending a resignation in writing to the Board of Directors.

The dismissal of Board Directors can only be pronounced by the general assembly deciding by a simple majority of the votes of the members present or validly represented, regardless of the number of members present or represented.
Exiting Directors are eligible for re-elections for a maximum of three consecutive terms.
Until the general assembly provides for the replacement of the Board of Directors at the end of the Board Directors’ mandate, they remain in office pending a decision of the general assembly.

Functions in the Board of Directors
1. The internal functions within the Board of Directors are the following: a president and a treasurer.

The remaining Board Directors hold the function of an ordinary Board Director.

If the president is unable to act, her/his duties are assumed by the treasurer.
The Board of Directors appoints the functions from among its members at the first Board meeting that follows its election.
A single Board Director cannot be appointed to several functions.
The appointment of the functions can be changed during the mandate of the Board.

Vacancy in the Board of Directors
1. In the event of a vacancy during a term, a provisional Board Director may be co-opted by the Board of Directors.
2. The first general assembly which follows must confirm the mandate of the co-opted Board Director. In case of confirmation, the co-opted Board Director completes the mandate of her/his predecessor, unless the general assembly decides otherwise.
3. If there is no confirmation, the term of the co-opted Board Director ends at the end of the general assembly, without prejudice to the regularity of the composition of the Board of Directors until this moment.

Powers of the Board of Directors
1. The Association is managed by a Board of Directors. The Board of Directors has the most extensive powers for the administration and management of the Association.
2. The Board of Directors has the power to perform all deeds necessary or useful for the achievement of the goals or active purposes of the Association, except for those that the law reserves for the general assembly.

By law, any restriction on the powers of the Board of Directors, as well as the division of tasks between the Directors, are unenforceable against third parties, even if they are published in the Belgian National Gazette.
The Association is bound by the deeds concluded by the Board of Directors, by the delegates for day-to-day management and by the Board Directors who have the power to represent it, even if these commitments exceed its active purpose unless if the Association proves that the third party was aware of this fact or could not ignore it, given the circumstances, although the mere publication of the statutes [in the Belgian National Gazette] is not sufficient to constitute such proof.

Power of legal representation
1. Two Board Directors acting jointly represent the Association with regard to third parties and in court. They validly sign jointly the deeds that bind the Association on behalf of the Board of Directors. They will not have to justify their powers vis-à-vis third parties.
2. The Association is also represented by any other person acting within the limits of the powers delegated by or by virtue of a decision of the Board of Directors.
3. The Board Directors may delegate special powers to any proxy.
4. The deeds relating to the appointment or termination of the functions of the persons authorized to represent the Association must be filed with the competent Tribunal de l’Entreprise to be published in the Belgian National Gazette within thirty days from the date of the conclusion of the deed.

Frequency of meetings and convocations
1. The Board of Directors meets when convened by the president or the treasurer whenever the needs of the Association so require and whenever one of the Board Directors requests it.
2. The convening notices are sent by an email from the Association’s email address published in the Belgian National Gazette.
3. The Board of Directors may invite any person to all or part of the Board meeting as an observer or a consultant.

Majority and voting of the Board of Directors
1. The Board of Directors forms a college [a group that shares responsibility] and can only decide if at least half of the Board Directors are present.
2. Each Board Director has one vote.

The decisions of the Board of Directors are taken by a simple majority of the votes of the Board Directors present, without taking into account abstentions into the numerator or the denominator.
In the event of a tied vote, the vote of the president or the Board Director who replaces her/him is decisive.

Records of decisions of the Board of Directors
1. The minutes of the meetings of the administrative body are signed by the President and the Board Directors who wish to do so; the copies to be delivered to third parties are signed by one or more members of the Board of Directors with the power of representation.
2. The decisions of the Board of Directors are filed in a register of minutes.
3. This register is kept at the registered office where the full members can consult it, without moving the register, upon a simple written request addressed to the Board of Directors.

Board meetings via means of electronic communication
1. Meetings of the Board of Directors can be held using means of electronic communication, such as telephone or video conferencing.
2. The means of electronic communication are provided by the Association.
3. The decisions taken by the Board of Directors via means of electronic communication are valid providing the means of electronic communication provided permit collective deliberation and that the principle of collegiality [shared responsibility] - which requires interaction and debate – is respected. The means of electronic communication must allow each Board Director, in a direct, simultaneous and continuous manner, to participate in discussions during the meeting and to exercise her/his right to vote on all points on which the Board of Directors is called to decide.
4. The convocation notice to the meeting of the Board of Directors must contain a clear and precise description of the procedures relating to participation via means of electronic communication.
5. The minutes of the meeting of the Board of Directors held via means of electronic communication mention any technical problem or incident.
6. Following the meeting of the Board of Directors via means of electronic communication, each Board Director who participated in the meeting receives, within 3 working days following the meeting, an email with draft minutes of the meeting, which outlines the deliberations and voting results.

Each Board Director who participated in the meeting has the right to contest within 3 working days following the day of sending the draft minutes any decision taken in the meeting, due to any technical problem or incident he/she experienced during the meeting that led to a misunderstanding or erroneous voting on her/his part.

Any decision contested by any Board Director is annulled and deliberation on this decision is adjourned to the next meeting of the Board of Directors, without prejudice to the regularity of any other decisions taken in that meeting.

Decisions must be contested in writing and no proof of technical problem or incident needs to be provided.

Decision-making in writing
1. The Board of Directors can take decisions in writing, provided that the Board Directors are unanimous.
2. The president or the treasurer, or the delegate for day-to-day management acting on their behalf, must send a written communication to the Board Directors, which provides all the necessary information to take the decision and specifies the procedure of voting, the start and end dates and times of the vote and the address or destination to which votes should be sent.
3. The results of each vote are communicated to the Board Directors with the same means of written communication as the written communication opening the vote, not later than thirty days following the closing of the vote.
4. The decisions taken via this modality are kept in the register of minutes alongside the minutes of the meetings of the Board of Directors.

Conflict of interest
1. A Board Director who, in the context of a decision to be made, has a direct or indirect interest of moral or economic nature, which is opposed to that of the Association, must inform the other Board Directors before the Board of Directors takes a decision. Her/his declaration and her/his explanations on the nature of this conflicting interest must appear in the minutes of the meeting of the Board of Directors during which this decision is taken. The Board of Directors is not allowed to delegate this decision.
2. The Board Director with a conflict of interest referred to in the preceding paragraph may not take part in the deliberations of the Board of Directors concerning these decisions or operations, nor take part in the vote on this point. When all the Board Directors have a conflict of interest, the decision or transaction is submitted to the general assembly. If the general assembly approves the decision or transaction, the Board of Directors can execute it.

This article is not applicable when the decisions of the Board of Directors concern customary transactions entered into under conditions and with guarantees that are normal for the market for transactions of the same nature.

Remuneration of the Board of Directors
1. The general assembly may decide to remunerate the Board Directors.
2. If the Board Director's mandate is remunerated, the general assembly determines the amount of this fixed or proportional remuneration. Such remuneration shall be charged to general expenses, irrespective of any representation, travel and transport expenses.

Responsibility of the Board Directors
1. The Board Directors are liable for faults committed in the carrying out of their mandate. Beyond that, they do not incur any personal obligation in relation to the commitments of the Association.

Day-to-day management
1. The Board of Directors may delegate day-to-day management of the Association, with the use of the signature relating to this management, to one or more persons selected from within or outside of the Board.
2. Day-to-day management includes both deeds and decisions which do not surpass the needs of the daily life of the Association as well as deeds and decisions which do not justify the intervention of the Board of Directors, either because of the minor interest they represent, or because of their urgent nature.

The Board of Directors may limit these powers.

The Board of Directors determines the length of the mandate of the person(s) delegated for day-to-day management. It may revoke any of the mandates at any time.
In case day-to-day management of the Association is delegated to more than one person, the Board of Directors must specify in its decision if any delegate alone validly signs the deeds on behalf of the Association or if joint or collegial signature is required.
Regarding this management, the delegate(s) for day-to-day management may grant special powers of attorney to any proxy.
The Board of Directors which appointed the day-to-day management body is responsible for monitoring it.
On a regular basis, and whenever the Board of Directors so requires, an activity report must be made by the person(s) delegated for day-to-day management.

The function of the delegate for day-to-day management may be remunerated. In such a case, the Board of Directors will set the amount of compensation that will be granted.
This remuneration will be charged to general expenses, irrespective of any representation, travel and transport expenses.
The deeds relating to the appointment or termination of the functions of the persons delegated for day-to-day management must be filed with the competent Tribunal de l’Entreprise to be published in the Belgian National Gazette within thirty days from the date of the conclusion of the deed.

CHAPTER VII: MISCELLANEOUS PROVISIONS

Donations
1. The treasurer, and in her/his absence, the president, is authorised to accept provisionally or definitively the donations made to the Association and to complete all the formalities necessary for their acquisition.
2. Except for manual donations [hand-to-hand gift], any inter vivos transfer of assets to the Association, the value of which exceeds 100 000 euros must be authorized by the Minister of Justice or her/his delegate. The amount may be modified by a royal decree deliberated by the Council of Ministers.

Financial year
1. The financial year begins on January 1st and ends on December 31st.

Accounts
1. The Board of Directors draws up the accounts for the past year in accordance with the provisions of Book 3 of the Code of Companies and Associations as adopted by the law of March 23, 2019, and in Book III, Title 3, Chapter 2 of Code of economic law as amended by the law of April 15, 2018.
2. The accounts for the past financial year, accompanied by a report drawn up by the Board of Directors in which it gives an account of its management, and the budget for the following financial year will be annually submitted to the approval of the ordinary general assembly within six months of the closing of the financial year.
3. Within thirty days after approval of the annual accounts and no later than seven months after the closing date of the financial year, the annual accounts alongside any other required documents will be filed by the Board of Directors with the National Bank of Belgium or Tribunal de l’Entreprise, depending on the criteria in accordance with the Code of Companies and Associations that determine the size of the Association.
4. The accounting documents are kept at the registered office of the Association, where all the full members can consult them, without moving the register, after a written request to the Board of Directors, with whom the member must agree on the date and time of the consultation.

Dissolution
1. Except for judicial dissolution, only the general assembly can pronounce the dissolution of the Association.
2. The general assembly can validly deliberate and rule on the dissolution of the Association only if the proposal for dissolution is indicated precisely in the convocation notice and if at least two-thirds of the members are present or validly represented at the meeting.
3. The dissolution of the Association can only be adopted by a majority of four-fifths of the votes of the members present or validly represented, without taking into account abstentions into the numerator or the denominator.
4. The dissolution and liquidation procedure must be carried out as prescribed by the articles of the Code of Companies and Associations.
5. In the event of the dissolution of the Association, the general assembly appoints (a) liquidator(s), determines her/his/their powers and indicates the allocation to be made of the net assets of the Association.

This allocation must be made in favour of a non-profit goal.

All decisions relating to the dissolution, the conditions of the liquidation, the appointment and termination of the functions of the liquidator(s), the closure of the liquidation, as well as the allocation of the net assets, must be filed with the competent Tribunal de l’Entreprise to be published in the Belgian National Gazette within thirty days from the date of the conclusion of the deed.

Auditors
1. In all cases required by law, the general assembly appoints one or more auditors responsible for verifying the accounts of the Association and presenting it [the general assembly] with an annual report.
2. They are appointed for a term of one year.
3. The outgoing auditors are eligible for re-election.

Internal regulations and structures
1. In addition to the statutes, the Board of Directors may establish internal regulations, whose adoption is governed by the provisions of the statutes of the Association.
2. Such internal regulations may not contain provisions:
contrary to mandatory legal provisions or the statues;
relating to matters for which the Code of Companies and Associations requires a provision in the statues;
concerning the rights of members, the powers of the governing bodies, or the organisation and operation of the general assembly.
The internal regulations and any amendments thereto are communicated to members in accordance with the rules on modalities of communication specified below.
The statues makes reference to the latest approved version of the internal regulations. The Board of Directors may amend this reference in the statutes and publish it.
Any modifications of the internal regulations are made by [a decision of] the Board of Directors, deciding by a simple majority of the votes of the Board Directors present and provided that at least half of the Board Directors are present.
The Board of Directors may constitute any committees, commissions, advisory bodies and working groups useful for the achievement of the goals or active purposes of the Association. It determines their composition, goals and mode of operation.

Modalities of communication
1. A member may at any time provide the Association with an email address for the purpose of communicating with it. Any communication to this email address is deemed to have been validly made. The Association may use this address until the member in question provides another email address or indicates their wish to no longer communicate by email.
2. The Board Directors and, where applicable, the auditor, may provide an email address at the beginning of their term of office for the purpose of communicating with the Association. Any communication to this email address is deemed to have been validly made. The Association may use this address until the relevant mandate holder provides another email address or indicates their wish to no longer communicate by email.
3. If applicable, the email address may be replaced by another equivalent means of communication.
4. The Association communicates by ordinary mail, which it sends on the same day as electronic communications, with the members, the Board Directors and, where applicable, the auditors for whom it does not have an email address.

Final provisions
1. All that is not explicitly provided for in these statutes is regulated by the provisions of the Code of Companies and Associations.

OTHER PROVISIONS

The addresses

The Association’s first registered office is Chaussée d’Alsemberg 897, 1180 Brussels in the judicial district of Brussels.

The Association’s first official email address is contact@erpu.eu.

The Board of Directors

The general assembly convened today elected as Board Directors:

Mr DERSJANT Patrick;
Mr DE VRIES Jedidjah Lisander;
Mr HOFFMANN Martin;
Mr WORTH Jon;

who accept this mandate.

The general assembly convened today grants this mandate for a term of two years.

Two directors acting jointly validly represent the Association.

The Board of Directors has appointed as:

President: DE VRIES Jedidjah Lisander;
Treasurer: DERSJANT Patrick.

In his function as the Board Director, Mr DERSJANT Patrick is responsible for depositing the statutes with the competent Tribunal de l’Entreprise to be published in the Belgian National Gazette.

Auditors

Based on the legal criteria, the general assembly convened today decided not to appoint an auditor.

The Board of Directors takes over all deeds which had been previously taken on behalf of the Association under formation.

Done in Maastricht, on 06/06/2026 in two original copies.