European Confederation of Jesuit Alumni, non-profit association
Collège Saint-Michel, c/o AESM, Boulevard Saint-Michel 24, 1040 Brussels, Belgium
(English version = translation only)
A non-profit, humanitarian, philanthropic and pedagogical association is constituted under the denomination of "European Confederation of Jesuit Alumni", abbreviated as "ECJA" (the "Association").
The registered office of the Association is established on the territory of the Brussels-Capital region. It is currently located at the Collège Saint-Michel, c/o AESM, Boulevard Saint-Michel 24 at 1040 Brussels.
The board of directors (the "Board") has the power to move the registered office of the Association within Belgium, provided that such a move does not require a change in the language of these statutes (the “Statutes”) under the applicable language regulations. In the event of transfer of the registered office to another region, the Board has the power to modify the Statutes.
The Association's website is https://jesuit-alumni.eu, its email address is firstname.lastname@example.org.
The Association, which does not seek to make any profit, aims to continue the work of formation of the Jesuit Fathers through the continuing education of their former students.
For these purposes, the Association may in particular:
To achieve its objectives, the Association may receive any material or financial assistance or contribution from public or private institutions and persons. The funds and materials thus collected must be used exclusively for the achievement of the social goal.
In order to achieve its purpose, the Association may carry out any operation directly or indirectly related to its purpose or which may lead to its development or facilitate the achievement thereof.
The Association is constituted for an indefinite period.
The Association is composed of effective members (the “Effective Members”) and of associate members (the “Adherent Members”).
Effective Members are:
1° the national federations of associations of former pupils of the Society of Jesus in Europe, if such federations have legal personality according to their national law;
2° failing this, the persons who have been delegated for this purpose by the federations mentioned under 1° who do not have legal personality
according to their national law;
3° failing this, local associations, having legal personality, of former students of the Society of Jesus in countries which do not have a federation;
4° failing this, the persons who have been delegated for this purpose by the associations mentioned under 3° which do not have legal personality
under their national law;
in each case whose status as Effective Member has been accepted by the General assembly, according to the provisions of articles 6 and 9 of the Statutes.
The delegates are in principle the president and the Jesuit spiritual assistant of these structures.
The number of Effective Members may not be less than two.
The Adherent Members are all the former pupils of Society of the Jesus in Europe, interested in its European action who expressed the wish to be Adherent Member and whose quality of Adherent Member was accepted by the Board, according to the provisions of article 6 of the Statutes.
In addition to the rights granted to them by law, Effective Members have the following rights:
• to participate in the General assembly with the right to vote according to the articles of these Statutes;
• to be elected as Director.
Adherent Members do not have the rights of Effective Members, but only have the following rights:
• to participate in an advisory capacity in meetings of the General assembly;
• to participate in an advisory capacity in meetings of the Board provided the relevant Adherent Member was duly invited by the Board;
• to examine proposed amendments to the Statutes.
Any entity or person wishing to become a member of the Association must make a written request to the Board.
The presentation of the candidacy of new Effective Members is decided by the Board by a two-thirds majority of the votes present or represented if the candidates are federations, associations or delegates from countries which are not yet represented within the Association. In the event of a tie vote, that of the President is casting.
The General assembly will decide, at its next meeting, on the admission of the candidates presented by the Board.
The Board may, at its discretion, grant the quality of Adherent Members to persons or entities having made a request to this effect.
Effective and Adherent Members are free to withdraw from the Association at any time by submitting their resignation in writing to the Board. Is deemed to have resigned the Effective Member who does not pay his membership contribution within one month of the reminder sent to him by registered letter.
The Board may propose to the General assembly the exclusion of an Effective Member who no longer meets the conditions of admission or no longer corresponds to the aims of the Association, by a two-thirds majority of the votes present or represented. The proposed exclusion has to be mentioned in the convening notice to the relevant meeting of the General assembly. The General assembly will decide on the exclusion proposal at its next meeting, at which the relevant Effective Member will be heard in his means of defense. The decision to exclude an Effective Member must be taken under the quorum and majority requirement foreseen for the amendments of the Statutes.
The Board has the right to revoke, at any time and without motivation, the quality of Adherent Member it had previously granted.
A member who ceases to be part of the Association has no right to the social assets.
Effective Members pay an annual membership contribution, the amount of which is set annually by the Board. This amount cannot exceed EUR 4.000 (four thousand EURO).
The Association keeps, at its registered office, a register of Effective Members, under the responsibility of the Board. This register mentions the surnames, first names and domicile of the Effective Members, or in the case of a legal person, its corporate denomination, its legal form, its company number and its registered office. The register may be kept in electronic form.
All decisions of admission, resignation or exclusion of Effective Members are entered in the register at the behest of the Board within eight days of the knowledge that the Board has had of the change(s) occurred. All Effective Members can consult this register, at the registered office of the Association and without moving the register, upon simple written and motivated request addressed to the Board.
The Board will moreover keep a separate list of the Adherent Members.
The General assembly is composed of all the Effective Members of the Association. It is chaired by the President or, in his absence, by the Director designated for this purpose by the General assembly.
Adherent Members can participate in the General assembly, with an advisory vote only.
Any other entity or person can be invited to the General assembly, provided that they have been accepted by the General assembly ruling by a simple majority vote.
The General assembly has the powers that are expressly granted to it by law or these Statutes.
A decision of General assembly is required for:
- the amendment of the Statutes;
- the approval of the annual accounts and the budget;
- the admission of new Effective Members;
- the exclusion of Effective Members;
- the appointment and dismissal of members of the Board;
- the discharge to be granted to the Directors as well as, if necessary, the introduction of a legal action by the Association against the Directors;
- the voluntary dissolution of the Association;
- the transformation of the Association into an AISBL, into a cooperative society approved as a social enterprise and into an accredited
cooperative society social enterprise;
- to make or accept the free contribution of a universality;
- decisions on any other matters where these Statutes so require.
The General assembly meets, at least once a year, during the first semester following the closing of the accounts of the Association at the registered office or at the place indicated in the convening notice.
The General assembly may hold an extraordinary general assembly at any time by decision of the Board or at the request of at least one fifth of the Effective Members. In the latter case, the Board convenes the General assembly within 30 days of receipt of the request to convene. The General assembly is held no later than 50 days following receipt of this request.
Effective Members and Adherent Members are convened to the General assembly by the Director designated for this purpose, by ordinary mail or e-mail, sent at least 30 days before the date of the General assembly.
The convening notice contains the agenda, date, time and place of the Meeting of the General assembly. The documents that will be discussed at the General assembly must either be attached to the convening notice, or be sent to Effective Members who request them, or be available for members on the Association’s website.
Any proposal signed by one-twentieth of the Effective Members must be placed on the agenda, provided that this proposal is communicated to the Board at least 50 days in advance.
The General assembly cannot validly deliberate on points that are not mentioned on the agenda, unless a simple majority of Effective Members present or represented deem that urgency prevents them from being postponed. It can never do so in the event of amendment of the Statutes, the exclusion of a member, the voluntary dissolution of the Association or transformation of the Association into an AISBL, into a cooperative society approved as a social enterprise or into an accredited social enterprise cooperative society.
In principle, the federation or the local association of the host country ensures the material organization of the General assembly.
Effective Members may be represented at the General assembly by another Effective Member, holding a special written proxy. However, no Effective Member may hold more than three proxies.
Each Effective Member has one vote in the General assembly.
Unless the law or the Statutes provide for other quorum or majority requirements, the resolutions of the General assembly are taken by a simple majority of the votes of the Effective Members present or represented. Null and blank votes as well as abstentions are not taken into account for the calculation of majorities. In the event of a tie vote, the President of the General assembly has a casting vote.
Voting is done by a show of hands, unless a simple majority of Effective Members present or represented requests that the ballot be secret. The resolutions of the General assembly are recorded in a register of minutes, signed at least by the President and the Secretary of the General assembly, as well as by all Effective Members and Directors who so wish. This register is kept at the registered office where Effective Members can inspect it upon simple written and motivated request addressed to the Board, however without moving the register.
Individual decisions may be brought to the knowledge of the concerned member(s) and of third parties who justify a legitimate interest, by simple letter signed by the Director appointed for this purpose.
Resolutions relating to amendments to the Statutes, to the appointment and dismissal of members of the Board as well as to the dissolution or transformation of the Association are filed without delay with the registry of the competent court to be published in the Belgian Official Gazette.
Effective Members may, unanimously and in writing, take all decisions that fall within the powers of the General assembly, with the exception of amending the Statutes and the exclusion of Effective Members. In this case, the convening formalities do not have to be completed. The members of the Board must be informed of these decisions and will register them in the register foreseen by article 12. Evidence of the consent of all Effective Members may result from several writings and may be given by letter, fax or e-mail.
The Board may, in accordance with the conditions provided for by law, provide for the possibility for Effective Members to participate remotely in the General assembly using a means of electronic communication indicated by the Association. With regard to compliance with the quorum and majority conditions, Effective Members who participate in this way in the general assembly are deemed to be present at the place where the General assembly is held.
The convening notice to a General assembly during which a remote participation of Effective Members is allowed must contain a clear and precise description of the procedures relating to remote participation. These procedures are indicated on the Association's website to those who have the right to participate in the General assembly. The minutes of the General assembly mention any problems and technical incidents that have prevented or disrupted electronic participation in the General assembly or in voting. The members of the board cannot participate in the General assembly by electronic means.
The General assembly can validly deliberate on modifications to the Statutes only if the modifications are explicitly indicated in the convocation.
The General assembly can validly deliberate on a modification of the Statutes or on the dissolution of the Association only if two thirds of the Effective Members at least are present or represented.
No resolution will be passed if it is not voted by a two-thirds majority of the votes of the Effective Members present or represented. However, any amendment relating to the social purpose or object of the Association can only be adopted by a majority of four-fifths of the votes of the Effective Members present or represented.
If such a General assembly does not gather two-thirds of the Effective Members, a new General assembly may be convened under the same conditions as above, which will resolve definitively and validly on the proposal in question, regardless of the number of Effective Members present or represented, the required majorities staying the same than mentioned above.
Amendments to the Statutes will only take effect after the publicity conditions required by law will have been fulfilled.
The General assembly will determine the mode of liquidation of the Association.
In the case of voluntary dissolution, the General assembly appoints a liquidator and determines his powers.
In all cases of voluntary or judicial dissolution, at any time or for whatever reason it occurs, the assets of the dissolved Association, after full discharge of the liabilities of the Association, are allocated to the organization or to the organizations which succeed the Association as long as it is used for a disinterested purpose or, failing that, to one or more organizations that pursue similar or analogous goals to those of the Association, provided that it is assigned to a disinterested purpose. The decision to allocate the assets is taken by the General assembly or, failing that, by the liquidator.
The Association is administered by a Board composed of at least three persons, who must be natural persons, and who are appointed by the General assembly (the “Directors”, each of them a “Director”).
The Board is composed by the following Directors:
• a president (the “President”) elected for three years who is by the same President of the Association;
• minimum three, maximum five vice-presidents (the “Vice-Presidents”) elected for three years, one of whom should, if possible, be under 40
• A secretary (the “Secretary”) elected for six years;
• A treasurer (the “Treasurer”) elected for six years.
These mandates are renewable; they are not remunerated, without prejudice to the possibility of reimbursement of expenses and disbursements incurred by a Director. Each Effective Member may propose a natural person as candidate for each of the mandates of Directors listed above.
To ensure the renewal and proper functioning of the Association, the Board may propose to the vote of the General assembly a former student who would not be or would no longer be a representative of an Effective Member at the time of the election; in this case, it is important that the General assembly has received beforehand all useful information on the candidate(s) to enable it to make an informed decision.
The resignation of a Director must be sent in writing to the President, respectively to the Secretary in the event of the resignation of the President.
The dismissal of a Director is pronounced by the General assembly resolving by a two-thirds majority, without requiring a quorum of presence, and without the General assembly having to justify its decision. If necessary, the General assembly provides for the replacement of the dismissed member of the Board.
The Board ensures the application of the resolutions taken by the General assembly. It has all the powers of management and administration necessary or useful for the achievement of the purpose of the Association, subject to the powers of the General assembly. He may confer, under his responsibility, special and determined powers on one or more persons.
The Board is a collegiate body. It validly takes resolutions when they are taken at a meeting, respecting the attendance and voting quorums provided for in these Statutes.
A Director may be represented by another Director who may not, however, hold more than two proxies.
The Board can only validly deliberate if at least half of the Directors are present or represented.
Resolutions are taken by a simple majority of votes of the Directors present or represented. Null and blank votes as well as abstentions are not taken into account for the calculation of majorities. In the event of a parity of votes, the President has a casting vote.
Any Director may, in accordance with the conditions provided for by law, participate remotely in a meeting of the Board using a means of electronic communication indicated by the Association. With regard to compliance with the quorum and majority conditions, Directors who participate in this way in a meeting of the Board are deemed to be present at the place where the meeting is held.
The Directors can, unanimously and in writing, take all the resolutions that fall under the powers of the Board. In this case, the convening formalities do not have to be completed. Written consent may result from several writings and may be given by letter, fax or e-mail.
Board resolutions are recorded in a register signed and kept by the Secretary, who will keep it available to Effective Members of the Association, upon simple written and motivated request addressed to the Board, but without moving the register.
All acts which commit the Association are, except in the event of a special proxy, signed by the President, the Treasurer or the Secretary, each of them acting by his individual signature, or by the joint signature of two Vice-Presidents; these persons do not have to justify towards third parties of the powers conferred for this purpose.
Legal actions both as plaintiff and defendant are monitored by the Board, represented by its President or a Director designated for this purpose by him.
The financial year begins on January 1st of each year and ends on December 31st of the same year. Each year, the Treasurer is required to submit the accounts for the past financial year and the budget for the following financial year to the Board for approval. The Board will, in turn, submit the balance sheet and budget to the General assembly for approval.
Everything that is not provided for in these Statutes and in particular the publications to be made to annexes to the Belgian Official Gazette will be settled in accordance with the provisions of Belgian law.
(approved by the General Assembly in Vienna 24.9.2022)