CONSOLIDATED STATUTES

Incorporating amendments approved at IAGA 2021, IEGA Sept 4th 2021, and IAGA 2024

TITLE I – Denomination and registered office

Article 1 – Denomination and Nature

1.1. The association adopts the form of an international non-profit association of international utility named “IMAGO – Fédération Internationale des Directeurs et des Directrices de la Photographie Cinématographique AISBL” in French, “IMAGO – International Federation of Cinematographers” in English, and in the abbreviated form, “IMAGO”.

1.2. All acts, invoices, advertisements, publications, and other documents proceeding from the international non-profit association shall mention its denomination, preceded or immediately followed by the words “international non-profit association” or the acronym “AISBL”, the address of its registered office, the company number and the abbreviation “RPM” followed by the indication of the court of registered office of the legal entity.

1.3. IMAGO is governed by Belgian law, especially by the Code of Companies and Associations (Code des sociétés et des associations), by its statutes and by its internal rules.

Article 2 – Registered Office

2.1. The registered office is established in the Brussels-Capital Region.

2.2. The registered office can be transferred upon mere decision of the IMAGO Administration Board, provided that such transfer does not require the modification of the language of the Statutes. In the latter case, only the General Assembly has the power to take such decision.

2.3. Any transfer of the registered office shall be filed with the Registry of the Company Court of the region of the registered office.

TITLE II – Aims, Activities, Language and Duration

Article 3 – Aims, Activities and Language

3.1. Aim

IMAGO is devoid of any profit-making purpose and has as main disinterested aim: the protection and promotion of the artistic, economic, moral, social, and legal interests of cinematographers by all legal means.

3.2. Activities

3.2.1. To achieve this aim, IMAGO is committed, but not limited, to the following objectives, which are considered of paramount importance:

– promote in any way the activity of cinematographers respecting their cultural identity;
– encourage the improvement of technical and artistic quality, diffusion and circulation of cinematographic works by all current or future technical means in each country throughout Europe and globally;
– unify cinematographers throughout the world, furthering cooperation and exchange of experiences and information among the members through all possible means;
– define, improve, and uphold the technical, artistic and deontological conditions under which cinematographers exercise their professional skills;
– monitor and improve working conditions for cinematographers;
– defend the moral rights and obligations of the cinematographers as creative collaborators, in the making of images, as well as in their reproduction and representation, regardless of the circulation means and supports used;
– work to obtain the effective and legal recognition of the status of artist and co-author of the film as author of the image of the cinematographic work in Europe and globally;
– defend and promote the author’s rights of cinematographers, both economic and moral;
– defend efficient business models that ensure fair and appropriate added value for the exploitation of cinematographer’s work to guarantee future creation;
– work for improvement and harmonization of European and international contractual law in the field of author’s rights to improve equitable commercial and social conditions for cinematographers;
– work for improvement and harmonization of European and international author´s (copyright) collecting societies and/or organizations as important defenders of cinematographers’ interests and cultural diversity;
– work to prevent the difficulties that cinematographers experience when working abroad;
– protect cinematographers against piracy or illicit use of their works;
– participate in all events, meetings, congresses, and conferences relating to the creation, reproduction, or transfer of images with a cinematographic origin;
– promote and participate in any action of training, education, research, study, and standardization of the techniques of the cinematographic industry;
– encourage and assist in the conservation of cinematography as part of common cultural heritage considering the preservation of national and regional identification to foster intercultural dialogue and stimulate creativity;
– promote international standards for the restoration of film-heritage as well as for new cinematographic works;
– promote a single identification system for the audio-visual sector, such as ISAN;
– promote improvement of social rights of cinematographers, whether employed or self-employed;
– ensure the representation of IMAGO in the organizations and commissions of the European Community and Council of Europe and other international entities related to the cinematographic activity and the social and working conditions of cinematographers and other creatives of the audio-visual sector;
– encourage the accessibility for all people to the film heritage;
– obtain and compile statistics and other reference information concerning the cinematographic profession and working conditions of cinematographers and provide such surveys to policymakers, members, and other associations of creatives of the audio-visual sector;
– promote any scientific, legal, and economic study in connection with other creatives of the audio-visual sector in Europe and internationally, and in the audio-visual industry;
– maintain close collaboration with WIPO and UNESCO, and good relations with all international organizations which in the view of IMAGO could benefit from the stated aims;
– increase and strengthen cooperation with unions nationally and internationally;
– encourage the cooperation between members and unions nationally and internationally;
– secure freedom of expression, artistic creativity, and free movement of cinematographic works;
– promote any national and international protective legislation in the interest of cinematographers.

3.2.2. All the above-mentioned objectives shall be achieved by IMAGO by using all means authorized by law, including, but not limited to: lobbying and collaboration with all national and international organizations, European and international administrative services and authorities, local, national, European and international policymakers, technical industries, audio-visual companies and any other stakeholders, which could benefit from the stated objectives.

3.2.3. IMAGO can take the initiative of collaborating with other federations and/or associations representing creators of the audio-visual sector and cinema industry.

3.2.4. IMAGO may file legal proceedings against third parties, in exceptional cases, to defend itself against any such action.

3.3. Language

3.3.1. The official language of IMAGO shall be English, all important communications shall be issued in this language. Nevertheless, they may be drawn up and presented in extenso in the national language of each society.

3.3.2. Documents to be filed with the Registry of the Commercial Court shall be filed in the official language or one of the official languages ​​of the linguistic region where the registered office of IMAGO is established. Nevertheless, these documents may be translated and filed in English. In the event of any discrepancy between the two documents, the translation shall not be binding on third parties. However, they may rely on the translation voluntarily made public, unless the legal entity proves that the third parties were aware of the original version.

Article 4 – Term of incorporation

IMAGO is incorporated for an unlimited term. It can be dissolved at any time.

TITLE III – Members

Article 5 – Membership

5.1. IMAGO comprises full, associate, and honorary members. Full and associate members are legal persons; while honorary members may be either legal or natural persons.

5.2. The number of members of IMAGO is not limited; however, the minimum cannot be less than seven.

Article 6 – Full Membership

6.1. The following may be admitted as full members:

– any association representing cinematographers that have articles of association defining it as such, which has the same purpose as IMAGO;
– any associate member.

6.2. Only full members enjoy full powers granted thereto by law and by these Statutes.

Article 7 – Associate Membership

7.1. The following may be admitted as associate members:

– any legal entity (society, association…) representing cinematographers that have articles of association defining it as such, which has the same purpose as IMAGO.
– any association or organization, both public and private, defending the same values, or intending to aid IMAGO (for example, by provision of services, material or financial support, or assistance of any kind), or to participate in its activities, in compliance with these statutes and the decisions taken in accordance therewith.
– any full member in the situation referred to in article 11.3.1.(a) of these statutes.

7.2. Associate members may consult IMAGO for advice and benefit from its institutional support and communication network. IMAGO will speak on their behalf when the opportunity arises.

7.3. Associate members may attend, without voting rights, meetings of the IMAGO Annual and Extraordinary General Assembly, provided that they bear their own travel expenses, unless otherwise decided by the IMAGO Administration Board.

7.4. By a majority of three quarters of the votes of the members present or represented at the IMAGO General Assembly, associate members may become full members if they pay the annual membership fee according to article 13 of these Statutes.

Article 8 – Honorary Membership

8.1. Honorary membership may be granted to any natural or legal person to whom IMAGO wishes to pay tribute and who, in the opinion of the IMAGO Administration Board, has fulfilled an exceptional role within IMAGO or has been exceptionally supportive externally. The person considered for honorary membership is proposed either by two Board members or by a decision of the General Assembly taken by a simple majority of the votes of the members present or represented. This proposal shall then be approved unanimously by the IMAGO Administration Board.

8.2. Honorary members are excluded from compulsory payment of membership fees and may attend meetings of the IMAGO General Assembly at their own expense, with no voting rights, unless they are the official representative of a full member.

Article 9 – Admission procedure for full and associate membership

9.1. The status of full and associate member can be obtained by written application sent to the IMAGO Administration Board, which shall present the admissible applications to the next IMAGO General Assembly.

9.2. Applications shall be accompanied by a copy in English of the rules or statutes of the association applying for membership, shall state the number of paying members in good standing of the applying association, and provide information on its activities, coverage and sphere of influence. Unless otherwise decided by the IMAGO Administration Board, the application shall include a recently audited financial statement.

9.3. The admission of new full and associate members shall be included in the agenda of the IMAGO General Assembly and will be decided by the latter with a majority of two thirds of the attending or represented votes.

9.4. The decision of the IMAGO General Assembly shall be communicated in writing to the applicant.

9.5. In the specific case of an associate member applying for full membership, the procedure described in article 9.2. shall not be necessary. Nevertheless, the admission as new full member depends on a majority of two thirds of the attending or represented members during the IMAGO General Assembly and subject to receipt of payment of the annual membership fee.

Article 10 – Rights and Obligations of Members

10.1. Members shall have autonomy with respect to their internal organization, administration, and finances, and freedom of action with respect to their aims, but in all matters of European and/or international importance shall observe a common policy.

10.2. Notwithstanding the preceding, through the mere fact of their membership, the members of IMAGO accept the terms of these statutes, the internal rules, as well as the decisions voted by the IMAGO General Assembly.

10.3. Members shall endeavour their best effort to carry out the decisions of the IMAGO Administration Board, and the IMAGO General Assembly, by all means at their disposal.

10.4. Members shall accept the obligation to support and improve the communication network of IMAGO by active participation.

Article 11 – Loss of Membership Rights

11.1. A member may lose its rights of membership by resignation, by exclusion, in case of death of the natural person (e.g.: honorary member) or in the event of dissolution of the legal entity (e.g.: National society or sponsor).

11.2. Resignation

Any member is free to withdraw at any time from IMAGO by sending their resignation to the IMAGO Administration Board. The resignation of a member shall not become formally valid until the resigning society has fulfilled its financial obligation to IMAGO.

11.3. Expulsion

11.3.1. A member may be expelled, by decision of the IMAGO General Assembly, upon proposal of the IMAGO Administration Board, for the following reasons:

a) non-payment of the membership fee for more than one year. However, when a full member has been remained in good standing with the payment of their membership fee for at least five years, the IMAGO Administration Board may offer them associate membership status as an alternative to expulsion.

b) non-compliance with the clauses of these Statutes or the Internal Rules of IMAGO,

c) due to a modification of the statutes of the concerned member that renders its legal position incompatible with the Statutes of IMAGO.

11.3.2. The representative of the concerned member will be invited by registered letter fifteen days in advance, to provide justification or explanations before the IMAGO Administration Board. The concerned member shall bear all expenses of this act. In the event of non-attendance at the meeting, as requested by the IMAGO Administration Board, the IMAGO Administration Board shall inform the members at the next General Assembly.

11.3.3. Expulsion may only be decided by the IMAGO General Assembly by means of a secret ballot requiring a majority of two-thirds of the present or represented votes, without the concerned member or its representative participating in the vote.

11.3.4. Nevertheless, any member may be expelled with immediate effect, if, in the opinion of the IMAGO Administration Board, they act violently against the agreed and stated aims of IMAGO, or seriously infringe laws or in any way bring IMAGO into disrepute. A majority of two-thirds of the votes present or represented must ratify any such expulsion at the next IMAGO General Assembly.

11.4. Suspension

11.4.1. A member may be suspended, by decision of the IMAGO General Assembly, upon proposal of the IMAGO Administration Board, for the following reasons:

a) non-payment of the membership fee for a period of less than one year. If payment is not received within a maximum of one year from the date of the suspension notice, the member may be excluded as stated above;

b) non-compliance with its obligations or breach of IMAGO rules or any specific decision of the IMAGO General Assembly.

11.4.2. The suspended member shall retain all obligations of membership, including payment of the membership fee, but cannot exercise any rights of membership with respect to IMAGO.

11.4.3. Unless otherwise decided by the IMAGO Administration Board, the member shall remain suspended until its obligations are fulfilled, up to a maximum period of 2 years. A suspension of over 2 years shall result in the expulsion of the member.

11.4.4. Suspension may only be decided by the IMAGO General Assembly by means of a secret ballot requiring a majority of two-thirds of the votes present or represented, without the member concerned or its representative participating in the vote.

Article 12 – Consequences of the Loss of Membership Rights

12.1. The resigning, suspended, or expelled member, as well as its rightful claimants, creditors, heirs and rightful claimants of a deceased member, have no right to the corporate funds of IMAGO.

12.2. The resigning, suspended, or expelled members cannot claim or request financial statements, performance reporting, or affixing of seals, inventories, or reimbursement of the paid contributions. They should return to IMAGO all property of the latter that is in their possession within 15 days following their resignation, suspension, or expulsion.

12.3. The suspension or the loss of member status shall have no bearing on the contractual obligations of the suspended or expelled member towards IMAGO when there is a services agreement in force between the society and IMAGO.

TITLE IV – Financing

Article 13 – Membership fee

13.1. By their membership, full members are obliged to pay an annual fee proportionally based on the number of active cinematographer members in their society and their annual membership fee in Euros. (as amended by the IAGA in 2021)

13.1.1 The IMAGO General Assembly decides annually the minimum fee, the proportion, and the maximum fee. (as amended by the IAGA in 2021)

13.1.2 Full members shall communicate to the IMAGO treasurer by the 31st of December of each year the number of active cinematography members in their society, as well as the annual membership fee that each director of photography pays to their society, in their local currency. (as amended by the IAGA in 2021)

13.2. Member societies shall pay their membership fee in accordance with the invoice sent out by the IMAGO treasurer. (as amended by the IAGA in 2021). Failure to do so will result in their voting rights being suspended.

13.3. Members that resign, have been suspended or expelled remain obliged to pay the fee for the year of the expulsion, resignation, or suspension.

13.4. Failure to pay the membership fee may result in suspension or exclusion as stated above.

13.5. Additionally, in exceptional circumstances, the IMAGO Administration Board shall have the authority to grant exceptional reductions of the fees and contributions due to IMAGO to those members that are unable to comply with their financial obligations of membership fee. It may, in particular, authorize the payment by such members of a reduced contribution for a specified and limited period. The exceptional reduction is renewable only once consecutively at the discretion of the IMAGO Administration Board. The member concerned shall prove reliably their inability to comply with their financial obligations. Any renewal of exceptional reductions shall be ratified by a simple majority at the next IMAGO General Assembly.

13.6. Upon proposal from the IMAGO Administration Board, the IMAGO General Assembly may set, by a majority vote of three-quarters of the present or represented members, an annual contribution for associate members, limited or unlimited in time. The preceding articles are applicable to the fees of associate members.

Article 14 – Other Financing

14.1. In addition to membership fees, IMAGO shall seek to acquire subsidies, donations, or any other financial assistance from any national or international natural or legal person, company, institution, or foundation, in particular from the European Union. IMAGO may only accept them within the limits of Article 10.11 of the Companies and Associations Code.

14.2. The IMAGO Administration Board is free to refuse any such subsidies, donations, or other financial assistance if, in their view, it would not be in the best interest of IMAGO.

14.3. IMAGO may also accept voluntary contributions from members. IMAGO may only accept them within the limits of Article 10.11 of the Companies and Associations Code.

TITLE V – General Assembly

Article 15 – General Assembly Participation

15.1. The General Assembly is comprised of all full members, associate members, and honorary members. When the General Assembly deliberates based on a report drawn up by the auditor, as defined by Belgian law, the auditor shall take part in the meeting.

15.2. The IMAGO General Assembly is chaired by the president of IMAGO.

15.3. The IMAGO Administration Board will appoint a secretary to prepare the minutes of the General Assemblies.

15.4. The IMAGO General Assembly elects a moderator whose task is to present the issues on the agenda, lead discussions and votes and avoid conflicts between those present.

Article 16 – General Assembly Authority

16.1. The IMAGO General Assembly is the sovereign authority of IMAGO. It establishes the general policy of IMAGO.

16.2. The IMAGO General Assembly has the powers conferred by law and by these Statutes. The powers reserved to the IMAGO General Assembly are:

– the annual approval of the accounts and budgets;
– the modification of the IMAGO Statutes;
– the appointment and dismissal of the president, vice-president(s), treasurer, general secretary, and other members of the IMAGO Administration Board;
– the appointment and dismissal of the auditors, as well as the establishment of their remuneration, should one be granted;
– the discharge to be given to the members of the IMAGO Administration Board members and, should the case arise, to the auditors;
– the voluntary dissolution of IMAGO;
– the admission, expulsion, and suspension of members;
– the maximum and minimum amount of membership fee, as well as the proportion in which each member must contribute;
– the renewal of an exceptional reduction of the membership fee to members that are unable to comply with financial obligations.

16.3. The remaining authority of IMAGO is granted to the IMAGO Administration Board.

16.4. No delegate of any member may vote if such member has not paid the membership fees that are due to IMAGO. The granting of a reduction or a rescheduling of the payment as regulated by article 13.5. shall not compromise the right to vote.

Article 17 – Annual and Extraordinary General Assembly

17.1. The IMAGO General Assembly shall gather once a year, within 3 months following the closing of the financial year. This period may be extended up to 5 months, provided that the financial budgets and statements are approved within the initial three-month timeframe by an Extraordinary General Assembly. (as amended by the IAGA in 2024)

17.2.1. The IMAGO Administration Board can at any time convene an extraordinary meeting of the IMAGO General Assembly. It shall be compulsory upon the IMAGO Administration Board to call an Extraordinary General Assembly when requested by at least one-third of the full members. In this case, any IMAGO Extraordinary General Assembly must be called within 3 months. (as amended by the IEGA of Sept 4^th, 2021)

17.2.2. The IMAGO Administration Board shall also call a General Assembly when a proposal to amend the statutes, dissolve and transform IMAGO has not been made and discussed during the IMAGO General Assembly.

17.2.3. In both cases, the IMAGO Administration Board will notify the date of the IMAGO Extraordinary General Meeting at least two months before this meeting.

17.3. The auditor may also, when appropriate, call a General Assembly. The auditor shall call the General Assembly when one fifth of the full members of IMAGO so request.

17.4. Each meeting will be held on the day, time and place mentioned in the call notice, as decided by the IMAGO Administration Board, in the country of origin of one of the full members.

17.5. Arrangements for the IMAGO Annual and Extraordinary General Assembly, which may include transportation, accommodation, and some meals, shall be made by the society in whose country it is to be held.

17.6. The IMAGO Administration Board may, at its discretion, allocate funds to aid the association to organize and hold the General Assembly.

Article 18 – Call of the General Assembly

18.1. The IMAGO General Assembly is called by the IMAGO Administration Board in writing, at least 60 days prior to the date of the General Assembly. In the event of an absolute emergency, and after a unanimous vote of all members of the Administration Board, the deadline may be reduced to 20 days.

18.2. The call notice shall be signed by the IMAGO president or IMAGO general secretary, on behalf of the IMAGO Administration Board, and shall mention the agenda. Where applicable, the call notice shall contain a clear and precise description of the procedures for participation as referred to below.

18.3. Call notices shall not be required when all members agree to a meeting. Any member may waive such call notice and, in any event, will be considered to have been duly called if they are present or represented at the meeting.

18.4. The General Assembly may only deliberate on the items on the agenda. Any proposal signed by one of the full members should be put on the agenda and presented to the General Assembly provided it has been communicated to the IMAGO president or IMAGO general secretary at least fifteen days prior to the IMAGO General Assembly.

18.5. Except for the decisions relating to the modification of these Statutes, the dissolution or conversion of IMAGO, as well as the resignation of a member thereof, items that are not mentioned in the agenda may be validly discussed, but not voted on, after having been accepted by the IMAGO General Assembly by a simple majority.

18.6. In the event that members of IMAGO or the IMAGO Administration Board, propose to amend the Statutes as part of the agenda, they shall communicate such proposal in detail to all members at least 30 days prior to the date of the General Assembly.

Article 19 – Remote Participation in the General Assembly

19.1. Members may participate remotely in the General Assembly by electronic means of communication made available by IMAGO.

19.2. For purposes of quorum and majority requirements, members who participate in the General Assembly in this manner are deemed to be present at the place where the General Assembly is held. The minutes shall mention, where applicable, any technical problems or incidents that have prevented or disrupted remote participation.

19.3. The IMAGO Administration Board shall determine the rules and procedures for remote participation, in compliance with legal provisions.

19.4. The Chair of the IMAGO Administration Board and the Secretary who assists him/her may not take part in remote meetings by electronic means.

Article 20 – Annual and Extraordinary General Assembly Representation

20.1. Each member shall decide who will represent them at the IMAGO Annual and Extraordinary General Assembly. Regarding the full members, the only condition is that the person shall be a cinematographer or a paid official of that organization. Each member may send more than one person to the IMAGO Annual or Extraordinary General Assembly, provided they decide who will be the delegate to vote.

20.2. Each full member may mandate another full member to represent them at the IMAGO Annual or Extraordinary General Assembly by means of a specially written proxy; however, each full member cannot hold more than 2 proxies. To be valid, this mandate should be communicated to the IMAGO Administration Board 15 days prior to the date of the IMAGO Annual or Extraordinary General Assembly, or, at the latest, by communication to the moderator at the commencement IMAGO Annual or Extraordinary General Assembly.

20.3 Elected IMAGO Board members have a fiduciary duty to represent and act in the best interests of IMAGO as a whole. To avoid conflicts of interest or undue influence, they cannot simultaneously act as voting delegates at Annual and Extraordinary General Assemblies on behalf of their national society. (as amended by the IAGA in 2024)

Article 21 – Voting Rights

21.1. Only full members have voting rights. All full members have equal voting rights at the IMAGO Annual and/or Extraordinary General Assembly, whereby each has one vote.

21.2. The other members have no voting rights. They can nevertheless attend the meetings with consultative powers.

21.3 The members of the IMAGO Administration Board may provide advice and guidance at General Assemblies on matters, but without voting rights.

Article 22 – Annual and/or Extraordinary General Assembly Quorum

22.1. Unless the law or these Statutes provide otherwise, the General Assembly shall discuss and resolve according to the following quorums:

– by a two-thirds majority of the votes of the members present or represented, provided that two-thirds of the full members are present or represented, for the amendment of the Statutes or the transformation of IMAGO;
– by a four-fifths majority of the votes of the members present or represented, provided that two-thirds of the full members are present or represented, for the modification of the aims or activities or for the dissolution of IMAGO;
– by a two-thirds majority of the votes of the members present or represented, regardless of the number of members present or represented, for the admission, exclusion or suspension of members;
– by a simple majority of the votes, in other cases, regardless of the number of members present or represented.

22.2. If the conditions of attendance are not met, a second meeting may be called. The latter may validly deliberate by the majorities indicated above, whatever the number of attending or represented members. The second meeting will be held according to the decision of the IMAGO Administration Board within a maximum period of 3 months following the first IMAGO Annual and/or Extraordinary General Assembly.

22.3. Members are authorized to vote remotely before the General Assembly according to the terms to be determined by the IMAGO Administration Board. The Assembly shall, in any event, be able to verify the status and identity of the member.

22.4. Members may, unanimously and in writing, resolve on any matter that fall within the powers of the General Assembly, except for amendments to these Statutes. In this case, the formalities for calling the meeting may not be observed. The members of the IMAGO Administration Board may, at their request, take note of these decisions.

Article 23 – Minutes of the Annual and/or Extraordinary General Assembly

23.1. The decisions of the General Assembly shall be recorded in minutes drawn up by the secretary appointed at the meeting. They are signed by the chair of the Assembly and by the Board Members present. They shall be communicated to the members within 30 days of the Assembly, in writing or via the website, with access reserved for members only.

23.2. These minutes are transcribed and kept at the registered office of IMAGO, where all members interested can take cognizance thereof, but without moving the register.

23.3. If the interested parties are not members, but prove a legitimate interest, such communication is subject to the written authorization of the president of the IMAGO Administration Board or the general secretary.

23.4. The copies or extracts of such minutes shall be signed by the IMAGO president or the general secretary.

Article 24 – Obligation of Registration

24.1. Any modification of these Statutes or any decision relating to the dissolution of IMAGO shall be filed with the registry of the Commercial Court without delay and published by extract in the Appendices to the Belgian Official Gazette.

24.2. The same applies to all acts relating to the appointment or cessation of function of the members of the IMAGO Administration Board, the persons authorized to represent IMAGO and, should the case arise, the auditors.

TITLE VI – Administration Board

Article 25 – Formation and Composition

25.1. IMAGO is administered by a collegiate administrative body called Administration Board, comprising a minimum of seven (7) and a maximum of fifteen (15) individual members, with collective responsibility. Board Members shall be individuals and shall originate from a different full member society of IMAGO.

25.1.1. The IMAGO Administration Board shall be composed of a maximum of 11 (eleven) regular board members and a maximum of 4 (four) alternates. The 11 candidates who obtained the most votes at the at the Assembly shall serve as regular Board Members. The other elected members who receive fewer votes shall serve as Alternates (the number of votes obtained will determine the order).

25.1.2. Alternates are expected to attend all Administration Board meetings to stay informed. In the absence of one or more regular Administration Board Members, the Alternate(s) will vote in place of the absent member(s), in descending order of votes received during their election. The number of alternates voting at a meeting cannot exceed the number of regular Board Members. Proxy votes shall only be allowed when a quorum is not reached.

25.1.3. All Alternates shall abide by the same code of conduct and responsibilities as regular Board Members. (as amended by the IAGA in 2024)

25.2. The IMAGO General Assembly elects a president, and possibly a vice-president. They are both Board Members. The IMAGO President shall chair the meetings of the Administration Board. In the event the president is unable to attend, his/her duties shall be fulfilled by the vice president(s). The president of the IMAGO Administration Board shall always originate from a full member society. (as amended by the IAGA in 2021)

25.3. The IMAGO General Assembly also appoints among its members, a treasurer and a general secretary when practical. The general secretary can also be an appointed person working under the control of the IMAGO Administration Board.

25.4. The IMAGO General Assembly shall appoint by simple majority an Election Committee of three delegates from societies of different countries. Its duty is to is to call for nominations of individual members to be the candidates for the IMAGO Administration Board.

25.5. Nominations for the IMAGO Administration Board may only be received from full members that are in good standing with IMAGO. They shall be sent to the general secretary and the Election Committee, at least 30 days before the General Assembly at which the elections will take place.

25.6. Board members are elected for a 3-year term, and may be re-elected twice, for a total period of 9 years.

25.7. As long as the IMAGO General Assembly does not proceed to the renewal of the IMAGO Administration Board at the expiration of the Board Members’ term of office, the latter shall continue to exercise their obligations pending the decision of the IMAGO General Assembly.

Article 26 – Expiration of term of office

26.1. The term of office of the member of the IMAGO Administration Board expires only in case of death, resignation, or dismissal by the General Assembly. In such cases, the member of the IMAGO Administration Board or their rightful claimants are bound to return the property of IMAGO that may be in their possession, within one month following the date of cessation of function.

26.2. The resignation is notified in writing to the IMAGO Administration Board but only becomes formally valid after acceptance by the IMAGO Administration Board.

26.3. The latter will send an acknowledgment of receipt to the resigning person and shall comply with the formalities of publicity required by law.

Article 27 – Provisional substitution

27.1. In the event one of the members of the IMAGO Administration Board dies or ceases his/her functions during a financial year, the IMAGO Administration Board will provide for his/her replacement by choosing a new member from a society that is a full member of IMAGO.

27.2. Such appointment shall be provisional and submitted to the ratification of the next meeting of the IMAGO General Assembly.

27.3. The member so appointed finishes his/her predecessor’s term of office.

Article 28 – Administration Board Meetings

28.1. The IMAGO Administration Board meets whenever the interest of IMAGO so requires or upon request from at least two members of the IMAGO Administration Board.

28.2. The IMAGO general secretary calls meetings in writing at least two (2) weeks before any scheduled date.

28.3. The IMAGO president chairs the meeting of the IMAGO Administration Board and, in the event he/she is unable to attend, the meeting shall be chaired by the vice-president.

28.4. The IMAGO Administration Board is a collegiate body and can only deliberate validly if the majority of its members is present or represented.

28.5. The absent member of the IMAGO Administration Board can have him/herself represented by another member by proxy. However, nobody can represent more than one board member.

28.6. Any Board Member may take part in the deliberations of a meeting of the IMAGO Administration Board and cast his/her vote by electronic and videographic communication. The member of the Administration Board who uses these telecommunications techniques shall be deemed to have been present for the entire duration of the board meeting, including during the vote.

28.7. Any decision of the IMAGO Administration Board is taken by a simple majority vote of the members present or represented. The members of the IMAGO Administration Board who refrain from voting shall be considered absent for calculation of the majorities.

28.8. Unless the law or these Statutes provide otherwise, the decisions of the Administration Board may be taken by unanimous consent of the Board members, expressed in writing.

28.9. In case of parity of the votes, the chair shall have the casting vote.

28.10. Minutes are drawn up for each meeting and shall be signed by the IMAGO president and by the IMAGO general secretary, or by two members of the IMAGO Administration Board and are transcribed and kept at the registered office of IMAGO.

Article 29 – Administration Board competence

29.1. The IMAGO Administration Board is accountable for the administration and management of IMAGO.

29.2. The IMAGO Administration Board shall submit every year to the approval of the IMAGO General Assembly, the accounts of the past year and the budget of the next financial year.

29.3. The IMAGO Administration Board is liable for all matters. It has the power to perform all acts necessary or useful for the achievement of the aims and activities of IMAGO, except those reserved by law or these Statutes to the authority of the IMAGO General Assembly.

Article 30 – Engagement of staff or external collaborators

30.1. The IMAGO Administration Board has the authority to appoint all representatives, employees, staff members or external collaborators of IMAGO and may dismiss them or cease the professional relationship.

30.2. The IMAGO Administration Board shall determine all terms of the engagement.

Article 31 – Mandate and daily management

31.1. The IMAGO Administration Board is authorized to delegate part of its functions to one of its members or to any other third party when necessary.

31.2. Likewise, the delegates for daily management, whether Board Members or not, may confer special powers to any agent, but within the limits of their own mandate.

31.3. The IMAGO Administration Board may revoke the mandates of the above-mentioned persons at any time.

31.4. The IMAGO Administration Board may delegate the daily management of IMAGO as well as its representation regarding such management and entrust the management of all or part of the corporate affairs to:

– one or more persons employed within IMAGO, who shall bear the title of general manager;
– one or more of its members, who shall bear the title of managing Board Member.

The Administration Board, under its collective responsibility, shall define the powers of the general manager.

31.5. When the daily management is entrusted to several persons, they shall act collegially.

Article 32 – Representation of IMAGO

32.1. IMAGO is represented, including in acts and in court:

– either by its president or by its general secretary, acting individually;
– or by two Board Members acting jointly;
– or, within the limits of daily management, by a delegate for daily management acting individually.

32.2. These signatories are not required to justify to third parties any prior decision of the IMAGO Administration Board.

32.3. In addition, IMAGO is validly engaged by special representatives within the limits of their mandate.

Article 34 – Expenses and funds

34.1. The finances of IMAGO shall be administered by the treasurer under the supervision and instruction of the IMAGO general secretary and the IMAGO Administration Board.

34.2. The members of IMAGO Administration Board do not undertake, because of their functions, any personal obligation, and are collectively responsible for the performance of their obligations.

34.3. Notwithstanding the preceding, the expenses of the IMAGO Administration Board meetings, as well as the travel expenses of the members of IMAGO Administration Board and others who may act under the instructions of the IMAGO Administration Board, shall be borne by IMAGO funds.

Article 35 – Registration of acts of appointment or cessation

The acts relating to the appointment or cessation of the functions of the members of the IMAGO Administration Board, persons delegated to the daily management, and persons authorized to represent IMAGO, are filed with the registry of the Business Court without delay and published in extract in the Appendices to the Belgian Official Gazette.

TITLE VII – Internal rules

Article 36 – Internal Rules

36.1. Internal rules may be established and presented by the IMAGO Administration Board upon request of the IMAGO General Assembly. They shall be approved by the General Assembly.

36.2. Any modification of these rules shall be made by the IMAGO Administration Board resolving by the simple majority of the members present or represented. They shall be submitted to the General Assembly for approval in accordance with the majority and quorum requirements for amendments to the Statutes.

TITLE VIII – Budgets and accounts

Article 37 – Financial year

The financial year starts on January 1^st of each year and ends on December 31^st.

Article 38 – Accounts

The accounts of the past financial year as well as the budget of the coming year shall be drawn up yearly by the IMAGO Administration Board, which shall submit them each year to the approval of the IMAGO General Assembly at its next meeting.

Article 39 – Auditor

39.1. The IMAGO Administration Board shall appoint an auditor, who shall be responsible for checking the accounts of IMAGO and for presenting an annual report.

39.2. The IMAGO Administration Board shall determine the duration of the term of office of the auditor as well as the amount of its remuneration.

TITLE IX – Dissolution and liquidation

Article 40 – Dissolution

40.1. The dissolution and liquidation of IMAGO shall be decided by the General Assembly. In the event the IMAGO Administration Board considers that IMAGO should be dissolved, the IMAGO Administration Board shall submit this matter to the General Assembly.

40.2. The IMAGO Administration Board settles at the same time the mode of liquidation, appoints the liquidator(s), and their powers and possibly emoluments.

Article 41 – Liquidation

In all cases of voluntary or judicial dissolution, at any time, or for any reason, the net assets of the dissolved IMAGO shall be allocated with a disinterested purpose to a European or International society pursuing a purpose similar or close to the aims of IMAGO.

TITLE X – Miscellaneous provisions

Article 42 – Communications

All written material referred to in these Statutes apply to both material and physical means of communication as well as dematerialized and digital means.

Article 43 – Belgian Law

43.1. Anything not explicitly provided in these statutes is governed in accordance with the provisions of the Code of Companies and Associations (Code des sociétés et des associations).

43.2. Special attribution of jurisdiction is granted to the courts of the judicial district of Brussels for any dispute.

TITLE XI – Official Registered Version

The official registered version of these Statutes is in the French language. In the event of any inconsistency or misunderstanding due to incorrect translation in the English version, the French version shall prevail.