ARTICLES OF ASSOCIATION
Article 1 Name - Form
A non-profit association constituted under Belgian law for an unlimited duration named "Business Angels Europe", abbreviated as "BAE", is hereby constituted and shall have the legal form of an ASBL regulated by the laws of 27 June 1921 and 2 May 2002 as well as by the provisions of the present articles of association.
Article 2 Registered office
The registered office of BAE shall be established in Belgium, 1210 Brussels, 6 Avenue des Arts and located in the judicial district of Brussels. It may be transferred to any other location within the European Community on a decision by the Board.
Article 3 Purpose of the association
BAE aims to represent and give a unified voice for the business angel community in Europe and doing this by:
a) Raising awareness to the general public concerning the role of business angel investment in Europe in all its forms, including business angel networks (BAN) and angel groups and syndicates;
b) Promoting the contribution of business angel networks and business angels to an entrepreneurial culture;
c) Encouraging and actively promoting the exchange of experience among business angel federations and trade associations and business angel networks, as well as encouraging "best practice" and quality/professional standards;
d) Acting as the reference point for reliable data relevant to the business angel activity in Europe by organising regular collection of statistics and about the European angel financing market.
e) Engaging with key organisations at European level to ensure a supportive administrative environment encouraging the growth of business angel and early stage finance, including adoption of fiscal measures that encourage risk taking by both entrepreneurs and business angels, and maintaining the contact to the European authorities for the recognition of business angels financing as part of the future of the European economy;
f) Assisting members in their representation activities with their local and regional governments;
g) Proactively connecting the European angel market with the global angel ecosystem and acting as a counterpart for relevant organisations in the world for benchmarking purposes, and cross-border collaboration;
h) Reinforcing the role of federations and trade associations in countries across Europe, which can include supporting the creation and development of new federations and trade associations;
i) Developing a framework which will stimulate cross border collaboration and deal flow exchange among member networks of federations and trade associations; and, in general, any action that may contribute to achieving the present purpose.
Pursuing these objectives will be facilitated by the conclusion of cooperation agreements with other European organisations and the development of contacts with non-European organisations.
Article 4 Membership of the Association
The association is made of full members, affiliate members, and associate members. Only the full members will benefit from full voting rights.
4.1 Full members
Full members are federations or national associations representing the BA-community in all its forms, including among others business angel networks, located in the European Union that represent, are a recognised voice for and promote the country's angel market. They do not engage in match-making activities.
Membership applications will be submitted to an admission committee, composed of members of the Board, who will issue an opinion on the validity of the membership.
4.2 Affiliate members
By invitation from the Board only affiliate members may be:
Members of the BAE Club, Business angel networks, syndicates or relevant groupings which bring the best practice in their country to the benefit of the work of BAE to develop standards for the European angel market and increase the level playing field in this sector.
Federations or national associations of business angel networks which do not fit the full membership criteria.
The admission committee decides on membership.
4.3 Associate members
Associate members are organisations which do not meet the before mentioned criteria for full or affiliate membership, but who have evident interest in the business angel industry.
4.4 Right and duties of members
Members agree to the internal regulations of the association.
Members pay their annual membership fee in due course.
Members of the association commit to provide statistical data on their activities to the association on an annual basis.
Article 5 Number of members
The number of members is unlimited. The minimum number of members is three.
Article 6 Admission, withdrawal and exclusion of members
Any member may withdraw from the Association by sending a notice of its decision by email or registered letter to the Association's headquarters, at least three months before the end of the financial year. Any withdrawal shall take effect at the end of the current financial year, provided that the member has paid the outstanding membership fees.
The Board shall unreservedly rule on the application for admission according to the above-mentioned criteria. The admission and exclusion of new members may only result from a decision approved by a two-thirds majority of the Board.
The exclusion of members shall take effect under the same conditions that govern their admission.
Are equally considered withdrawn, members that:
Do not any longer fulfill the requirements that had allowed them into the association
Engage in activities that are detrimental to BAE' s objectives and purposes.
Article 7 Administration
7.1 The General Assembly
The General Assembly is composed by the full members. The President of the Board, or in the absence of the latter, one of the Vice-Presidents, shall chair meetings of the Assembly. Each full member shall be entitled to participate in all Assembly meetings. Each full member shall have a single vote.
The Assembly shall meet in ordinary session at least once annually before the end of June (AGM).
Other members will be invited with the status of observers. They will be encouraged to contribute to the debate but will have no voting rights.
The Board can decide to invite to the Annual General Assembly, representatives of organisations with similar objectives and of the European Commission with the status of observers to the General Assembly.
A General Assembly cannot be convened at less than four-week notice.
When requested an extraordinary General assembly can be convened by the President, when instructed by the Executive Committee, or on a proposal from the Board or at the request of a third part (33%) of the members. In this case the notice period should be of no less than fourteen days.
The General Assembly can only take a vote on topics foreseen on the agenda, which has to be sent to the members within the notice period. Upon unanimous vote from members present, new agenda points can be added to the agenda.
The minutes of the General Assembly will be sent to the members within 2 months as from the date of the meeting. Any third party may consult a copy of those minutes at the registered office of the association.
7.2 Responsibilities of the General Assembly
The following is the exclusive responsibility of the General Assembly:
Election and removal from the office of the members of the Board;
Approval of accounts and budgets;
Approval of the annual report;
Discharge of the Board members
Amount of membership fees
The maximum number of Board members will be subject to the total number of members and fixed by the AGM following a proposal of the outgoing Board.
All decisions concerning these responsibilities require a simple majority of the present and represented members.
The following decisions require a two-thirds majority from full members:
Amendment of the purpose and the Articles of Association;
Early dissolution of the Association;
The Assembly's deliberations shall only be valid when the Assembly was convened according to the rules. Any member may give to another member a proxy. Each member can have not more than two proxies. A member is considered present if attending in person or via telecommunication means i.e. videoconference or teleconference.
7.3 The Board
7.3.1 The Association shall be governed by a Board composed of at least three members. Board members can only be physical persons representing a full member and the director of the secretariat, the latter if elected in this capacity as a board member by the General Assembly. If the director is not elected in the Board, the Board is composed of at least three physical persons representing a full member. External board members are eligible without voting rights.
The Board can decide to invite a number of independent Board members with no voting rights.
Particular attention shall be paid to the geographic spread of representatives elected to the Board, in an effort to reflect the truly European nature of the organisation.
7.3.2 The Board members shall be elected by a majority of the votes cast for a two-year period. Outgoing Board members shall be re-eligible. In the event of a vacancy, a new Board member shall be named by the Board until the next General Assembly.
7.3.3 When a member informs the Secretariat, by letter or in electronic format, that a Board member no longer represents that member organisation, that person is automatically deemed to have resigned. The letter should be signed by a person authorised to sign for the member.
7.3.4 Members shall agree to give a mandate to their representatives in the Board in order to allow their valid participation in deliberations.
7.3.5 The Board shall choose from among its members a President by a majority vote. The term of office of the President is a two year-period. The Board may choose among its members Vice-Presidents by a majority vote for a two-year period.
7.3.6 The Board is convened by the President with a three-week prior notice and in connection with the sending of the agenda.
7.3.7 The terms of office shall be unremunerated unless members are assigned by a specific decision of the board to work in predefined projects of the association.
7.3.8 A meeting of the Board shall be validly held if it was convened according to the rules. At least half of its members must be present. Members of the board which are not physically present at the meeting may be deemed present if participating at the meeting by electronic means i.e. videoconference or telephone conference. Decisions by the Board shall be valid if representing the simple majority of votes.
7.3.9 The board has all the powers necessary for the management of the association which are not expressly entrusted to the General Assembly.
7.4 The Executive Committee
7.4.1 The Board can nominate from its members an Executive Committee to implement the work programme. An Executive Committee can only be nominated simultaneously and for the same term of office as the President.
7.4.2 The responsibilities of the Executive Committee and its relationship with the Board are defined in a separate governance document.
7.4.3 The Executive Committee will be chaired by the President and will be reporting to the Board.
7.5 The Secretariat
The Board can appoint a director of the secretariat as CEO.
The director of the secretariat will
conduct the day to day operations of BAE;
prepare and attend the AGMs and the meetings of the Board and the Executive Committee;
implement the decisions of the AGM, Board and Executive Committee.
Article 8 Electoral commissioner, use of proxies
8.1 A President of Elections or, when appointed, the Director of the Secretariat will serve as electoral commissioner. He or she will ensure that voting rules and rights are respected according to the Statutes and applicable law.
8.2 Proxies may be made in writing to the Secretariat, by letter or in electronic form before the meeting at which the vote will be taken.
8.3 Electronic voting in the case of a General Assembly or Extraordinary General Assembly is accepted when a meeting in person is not feasible and/or to accelerate decision-making.
Article 9 Membership fees and revenues
BAE shall be financed by the fees paid by the members, the subsidies and the resources derived from its activities.
Each member has the right to resign from membership, if he is unwilling to pay fees that have been increased, in the last three months of the financial year. Members may not be held liable for obligations contracted by the Association. Memberships will lapse at the end of the financial year in which the member has failed to pay the membership fee.
The maximum annual membership fee is 100.000 euros and will be determined by the Board.
Article 10 Accounts
10.1 The annual accounts shall be subject to approval by the General Assembly within six months from the date of the closing of the accounting year.
The accounting system will make a clear distinction between the income and expenditure generated by membership fees and income and expenditure generated by other sources.
10.2 The supervision of finances has to be entrusted to an audit committee. It shall be elected by the Board from representatives of members of the association, who are not Board members, for a two-year period. The terms of office shall be unremunerated.
The auditors will supervise and verify the Association's financial operations. They may have access to all Association documents relative to their mission, but they may not remove such documents.
10.3 All contracts and commitments entered into by BAE should be signed by two members of the Board or by both the President and the Director of the Secretariat of the Association. Contracts and commitments for daily operations and limited to a maximum financial commitment to be determined by the Board can be entered into by the sole signature of the Director of the Secretariat.
Article 11 Business year and earnings
The financial year runs from January 1st until December 31st.
Article 12 Amendment of the purpose and the articles of association
Modifications to the purpose and the articles of association are decided upon by the General Assembly with a 2/3 majority.
In case of modifications and amendments, the articles in their new form are to be circulated to the members after the vote.
Article 13 Dissolution
The Assembly shall pronounce the dissolution of BAE and shall name its liquidator(s), delegating to the latter any powers it deems necessary. The procedures for dividing the result of the liquidation shall be determined by decision of the General Assembly acting in accordance with the procedure laid down for an amendment of the articles of association.
In case of dissolution of the association, the General Assembly will appoint one or two liquidators, will determine their powers and will decide the allocation of the net assets. Such net assets may be allocated only to not-for-profit associations having similar objectives or purposes.
Article 14 Competent courts
The courts of Brussels shall have jurisdiction in any dispute which may arise as regards the present articles of association and their annexes.