The EGM Adopted the new Constitution
On 10 November the Extraordinary General Meeting (EGM) voted to adopt the new Constitution of the EFRJ. EFRJ members from 18 different countries have participated in the meeting.
Due to the entry into force on May 1, 2019 of the new code of companies and associations, the Belgian non-profit associations have to adapt their articles of association to this new legislation. The mandatory provisions of this code entered into force on 1 January 2020. However, a long transition period has been provided for the amendment of the articles of association, namely until 1 January 2024 at the latest.
This mandatory amendment to the articles of association also gives us the opportunity to make adjustments that are not required by law but that may benefit the functioning of the company. The new text was first presented to the membership at the Annual General Meeting in Sassari on 22 June 2022.
The online Extraordinary General Meeting on 10 November 2022 was organised to discuss and vote on the Constitution. The required majority of full members present have approved the change by vote.
As the organisation is registered in Belgium the Constitution it is in Dutch (one of the official languages of the country).
In the official Dutch version, a number of names were changed to comply with the Belgian law:
- Board of Directors : “Raad van Bestuur” into “Bestuursorgaan”
- Corporate Court : “Rechtbank van Koophandel” into “Ondernemingsrechtbank”
Name and abbreviation and Registered Office
- Actual name: European Forum for Restorative Justice v.z.w
- Mandatory Change : European Forum for Restorative Justice (so without abbreviation vzw)
- The official abbreviation of the organisation was changed from “Het Forum” into “EFRJ” to be in line with the regular use.
“The board had before the right to move the registered office within Leuven” . In the new constitution it has the right to do so within Belgium in the same language area (Flanders).
Aim and activities.
The purpose and activities were more precisely and comprehensively defined in line with the requirements of the law.
The Board will decide whether a candidate is to be admitted to membership. This decision is subject to confirmation at the next General Meeting.
The board of directors decides whether the candidate is admitted to membership. This decision will be announced at the next General Meeting
Added in constitution : members who do not pay their contribution for 2 consecutive years are deemed to have been resigned (before their status appeared only in the internal regulations).
General meeting and agenda
The notice period for the convocation of a general meeting was reduced from 3 month to minimum 14 days.
ART 17 changes:
- Art. 9:14 of the WVV prescribes that a proposal signed by 1 / 20th of the members must be put on the agenda.
- art 27 of the actual constitution has to be adapted into : Each proposal signed by at least 2 full members from at least 2 different countries, these members representing at least 1/20 of the full members, is placed on the agenda. It must submitted to the Board no later than two months before the date of the general meeting.
Note : this does not mean that the Board cannot accept proposals which do not fulfill above requirements.
The Governing Body (Board of Directors)
- Review of Art 34 of the actual constitution :
Art. 34. The Board will exercise all the competencies not reserved to the General Meeting by the constitution or the law. The Board may delegate tasks and functions to any one or more full members or to a mandated third party. In the latter case the tasks and functions are described accurately and are limited in time. The association is bound in a valid way with respect to third parties through the joint signature of the chair and the secretary or through the joint signature of two members of the Executive Committee appointed for this purpose by the Board.
- No mandates can be given and the organisation is bound by joint signatures of 2 board members
The Executive Committee
Definition and of Executive Committee and the authorisations were brought in line with the new law:
- Members : Chair, Vice-Chair, Secretary, Treasurer and Executive Director
- Representation power : 2 Executive Committee members acting jointly