Original statutes registered in Brussels-2017
IMAGO aisbl statutes voted unanimously at IAGA, Bitola September 2017
FILED WITH THE REGISTRY OF THE COMMERCIAL COURT
February 13th, 2017
“IMAGO, European Federation of Cinematographers”
in French “IMAGO, Fédération Européenne des Directeurs de la Photographie Cinématographique”
International non-profit making association
in 1030 Schaerbeek, Boulevard Général Wahis 16F
Company registration number: 0834 948 680
IN THE YEAR TWO THOUSAND Seventeen, February 02
document executed and registered by the notary David Mourlon Beernaert in Brussels.
Denomination and registered office
Denomination and Nature of the Organization
1.1. An international non-profit making association of international utility named “IMAGO, European Federation of Cinematographers”, in French “IMAGO, Fédération Européenne des Directeurs de la Photographie Cinématographique”, with creative-artistic, cultural, scientific, moral and educational aims is hereby being incorporated (hereinafter “the federation”).
1.2. All acts, invoices, advertisements, publications and other documents proceeding from the international non-profit making federation should mention its denomination, preceded or immediately followed by the words “international non-profit making association” or the acronym “AISBL” (association internationale sans but lucratif) as well as the address of its registered office.
1.3. This federation is governed by the Belgian law, and especially (i) the law of twenty-seventh June nineteen hundred eighty-one granting the civil incorporation to non-profit making associations and institutions officially recognized as serving the public interest, such as amended among others by the law of second May two thousand two on non-profit making associations, as well as by the laws of sixteenth January and twenty-second December two thousand and three, (ii) these articles of association and (iii) its internal rules (hereinafter “the Law”).
2.1. The registered office of the federation is in 1030 Schaerbeek (Brussels – Belgium), Boulevard Général Wahis 16F.
2.2. It can be transferred upon mere decision of the IMAGO administration board, to any other place in Belgium.
2.3. Any transfer of the registered office necessitates the filing with the registry of the Commercial Court of the place of the registered office and will be published in the Appendices to the Belgian Official Gazette. Should such transfer take place in the Flemish Region, there will also be ground to have the articles of federation translated into Flemish and to have them published in the Appendices to the Belgian Official Gazette.
2.4. Any transfer of the registered office within any address in Belgium must be made according and with respect to all applicable laws and the present statutes.
Aims of Federation
3.1. The federation is deprived of any profit-making motive and has as principal aim: the protection and promotion of the artistic, economic, moral, social and legal interests of cinematographers by all and any lawful means.
3.2. To achieve this aim, IMAGO is committed to the following, but not limited to, objectives, which are accepted as being of paramount importance:
- promote in any way the activity of cinematographers in the respect of their cultural identity,
- encourage the improvement of technical and artistic quality, exposure and circulation of cinematographic works by all current or future technical means in each country throughout Europe and worldwide,
- unify cinematographers throughout the world, furthering the cooperation and exchange of experiences and information among the members through all convenient means,
- define, improve and respect the deontological conditions under which cinematographers exercise their profession,
- monitor and improvement of working conditions for cinematographers
- defend the moral rights and obligations of the cinematographers as a creative collaborator, in the making of images as well as in their reproduction and representation, whatever the circulation means and supports used,
- work to obtain the legal and practical recognition of the status of co-author of the film as well as author of the image of the cinematographic work all over Europe and worldwide,
- defend and promote the author’s rights of cinematographers, both economic and moral,
- defend efficient business models which ensure an equitable and appropriate return of value for the exploitation of cinematographer’s work to guarantee future creation,
- work for improvement and harmonization of European 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 Collecting Rights Societies, 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 to stimulate creativity,
- promote an international standard for restoration applicable on film-heritage as well as on new cinematographic works,
- promote one unique identification system for the audio-visual’s sector, such as ISAN,
- promote improvement of social rights of cinematographers, whether employed or self-employed, the representation of IMAGO in the organs and commissions of the European Community and Council of Europe dealing with the cinematographic activity and the social and living conditions of cinematographers and other creatives of audio-visual sector,
- encourage the accessibility of all people to the film-heritage,
- obtain and compile statistics and other information in reference to the cinematographic profession and living conditions and provide such survey to policy-stakeholders, members and other associations of creatives of audio-visual sector,
- promote any scientific, legal and economic study in connection with other creatives of the audio-visual sector in Europe and/or the audio-visual industry,
- maintain close collaboration with WIPO and UNESCO and relations with all international organizations which in the view of IMAGO will benefit the stated aims,
- increase and strengthen cooperation with unions on European level,
- encourage the cooperation between members and unions on a national level,
- secure freedom of expression, artistic creativity and free movement of cinematographic works,
- promote any national and international protective legislation in the interest of cinematographers
3.3. All the above-mentioned objectives will be achieved by the federation by using all means authorized by law, including, but not limited: lobbying and collaboration with all national and international organisations, European administrative services and authorities, local, national and European policymakers, technical industries, audio-visual companies and any other stakeholders, which could benefit the stated objectives.
3.4. The federation can take the initiative of collaborating with other federations and/or associations representing creators of audio-visual sector and cinema industry.
3.5. The federation may start legal proceedings against third parties in exceptional cases, to defend itself against any such action.
3.6. The official language of the federation shall be English, all important communications shall be issued in this language. Nevertheless, the documents proceeding from the federation can be drawn up and presented in extenso in the national language of each association.
Term of incorporation
The federation is incorporated for an unlimited term. It can be wound up at any time.
5.1. The federation comprises full members, associate and honorary members. The full and associated members are legal persons; meanwhile the honorary members could be either legal or natural persons.
5.2. The number of members of the federation is not limited, however the actual members cannot be less than seven.
6.1. Can be admitted as full members:
- any association representing cinematographers and with articles of association defining it as such and the same corporate object, that will have applied to the federation as an actual member according article 9 of the present statutes.
- any associate members by application and meeting all formal requisites established by the present statutes, if they are admitted by the IMAGO general assembly at a majority vote of three quarters of the present or represented members.
6.2. Only the full members enjoy all the corporate powers granted to them by the law and by these articles of federation.
7.1. Can be admitted as associate members:
- any association representing cinematographers and with articles of association defining it as such and the same corporate object, that will have applied to the federation as member.
- any association or organization both public and private, defending the same values and/or wishing to help the federation (may be, for example, by provisions of services, material or financial help or assistance of any kind), or to participate in its activities and committing to comply with the articles of federation and with the decisions taken consistent therewith.
- in the exceptional case of 13.5. of these statutes.
7.2. Associate members may consult with the federation for basic advice and benefit from its political support and communication network. Federation will speak on their behalf when the opportunity presents itself.
7.3. Associated members may attend meetings of the IMAGO general and extraordinary assembly on their own travel costs, provided no other decision of the IMAGO administration board.
7.4. With a vote of the IMAGO general assembly at the majority of the three quarters associate members may become full members if they pay the annual membership fee according art 13 of the present statutes.
8.1. Honorary membership may be conferred on any natural (see 5.1) or legal person, to whom IMAGO wants 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. Recommendation may be made by two (2) members of the board or by simple majority of IMAGO general assembly and needs a unanimous vote of all board members.
8.2. Honorary members are excluded from compulsory payment of membership fees and can attend meetings of IMAGO general assembly at their own costs, but have no vote, unless they are the official representative of a full member.
Admission procedure of full and associated membership
9.1. The quality of full and associated member can be obtained by written application sent to the IMAGO administration board that will present the admissible applications to the next meeting of the IMAGO general assembly.
9.2. Applications must be accompanied by a copy in English of the rules or statutes of the association applying for membership and must state the number of paid-up members 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 should include a recently audited financial statement.
9.3. The admission of new full and associate members will be taken up 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 will be communicated in writing to the applicant
9.5. In the special case of applying an associated member for full membership, the processing of membership application described in 9.1. and 9.2. shall not be necessary. Nevertheless, the admission as new full member depends on the majority of three quarters of the attending or represented votes during the IMAGO general assembly and then upon receiving of payment of annual membership fees.
Rights and Obligations of Members
10.1. Members shall have autonomy in respect to their internal organization, administration and finance, and freedom of action in respect to their aims, but in all matters of European importance shall observe a common policy.
10.2. Notwithstanding the preceding, through the mere fact of their membership, the members of the federation accept the terms of the statutes of IMAGO, of the internal rules as well as of the decisions taken by the IMAGO general assembly.
10.3. Members should do their best to carry out the decisions of the IMAGO administrative 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.
Resignation, expulsion and suspension of membership
11.1. A member will lose its rights of membership:
- by resignation: any member is free to withdraw at any time from the federation by sending its resignation to the IMAGO administration board
- in case of death of a natural person (ex: honorary member) or winding up of a legal body (ex:national association or sponsor)
- by disqualification: a member may be disqualified by a decision of the IMAGO general assembly, upon proposal of the IMAGO administration board, and for the following reasons:
a. non-payment of the membership-fee (with the special regulation in article 13.4. of these statutes)
b. non-compliance with the clauses, articles of the statutes of IMAGO or internal rules,
c. because of a modification of the statutes of a member, making its legal position incompatible with the statutes of IMAGO.
11.2. The representative of the concerned member will be invited by registered letter notified to it fifteen days in advance, to come and justify itself or to provide explanations in front of the IMAGO administration board. For this meeting, the concerned member will bear all expenses of this act. In case of non-attendance the meeting as requested by the IMAGO administrative board, the IMAGO administration board will inform the members during the next general assembly.
11.3. In addition to termination or expulsion specified in 11.1., the IMAGO general assembly, upon proposal of the IMAGO administration board, may also suspend from membership any member which is not in compliance with its obligations or has breached IMAGO rules or any specific decision of IMAGO general assembly. The suspended member shall retain all obligations of membership but cannot exercise any rights of membership. 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 year. A suspension for over 2 years will result in the member’s affiliation being terminated.
11.4. Disqualification and suspension of membership can only be pronounced by the IMAGO general assembly, resolving by a ballot and with a majority of three quarters of the present or represented votes, whereby the concerned member or its representative cannot participate in the vote.
11.5. Notwithstanding the preceding, any member may be excluded with immediate effect if in the opinion of the IMAGO administration board they act violently against the agreed and stated aims of IMAGO, or serious infringe the laws or in any way bring IMAGO into disrepute. A majority of three quarters must ratify any such exclusion at the next IMAGO general assembly.
Consequences of termination of membership
12.1. The resigning, suspended or disqualified member as well as its rightful claimants and creditors, and heirs and rightful claimants of a deceased member, have no right on the corporate fund of the federation.
12.2. Resignation of member shall not become formally valid until the resigning association shall have fulfilled its financial obligation to the federation.
12.3. The resigning, suspended or disqualified members cannot claim or request a statement, performance reporting or affixing of seals, inventories or reimbursement of the paid contributions. They should return to the federation all property of the latter that would be in their possession within fifteen days following their resignation, suspension or disqualification.
12.4. The suspension or the loss of the status of member will have no influence on the contractual obligations of the suspended or dismissed member towards the federation, if such obligations derive from services provided by the federation.
13.1. By their membership, full members automatically are obliged to pay an annual fee based on the number of its active members.
13.1.1 The IMAGO general assembly decides yearly the membership fee/head
13.1.2 The membership fee is based on a maximum of 100 individual active cinematographers/members.
13.2. The annual membership fee cannot exceed ten thousand Euros (EUROS 10,000.00) per member. Members must pay the amount due to date fixed by the IMAGO general secretary.
13.3. Members who resign or have been expelled or suspended remain obliged to pay the fee for the year during the exclusion, resignation or suspension.
13.4. Members whose fees remain unpaid one year after the due date not only may be suspended as established in article 11.1. of the present statutes, but may be suspended by the IMAGO administration board; in this case, the expulsion should deprive full members of their voting rights. The suspended member will be given notice to pay by registered letter. If payment is not received within a maximum period of 1 year from the date of that letter, then the suspended member will be considered to have resigned.
13.5. When a member has been a paid-up member of the federation for at least five full years, the IMAGO administration board may offer them associate membership status, as an alternative to expulsion.
13.5. Additionally, in exceptional circumstances, the IMAGO administration board shall have the authority to grant exceptional reductions of the fees and contribution due to IMAGO to those members who 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 must prove reliably their inability to comply with their financial obligations. Any renewal of exceptional reductions shall be ratified by simple majority at the next IMAGO general assembly.
13.6. Upon proposal from the IMAGO administration board, the IMAGO general assembly may fix by a majority vote of three quarters of the present or represented members an annual contribution for associated members, limited or unlimited in time. The previous regulation in this article of non-payment or reduction of membership fees for full members is applicable to associated member fees.
14.1. In addition to membership fees, the federation shall seek to acquire subsidies, donations or any other financial assistance from any individual or national or international body, company, institution or foundation.
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. The federation may also accept voluntary contributions from members.
14.4. The federation should by all means, but always within its financial possibilities, attempt to apply for funding from EU-institutions.
IMAGO General Assembly
General Assembly Participation
15.1. The IMAGO general assembly comprises, with exception of suspended members, all full, associate and honorary members of the federation.
15.2. The IMAGO general assembly elects a moderator whose task is chairing the assembly.
15.3. The IMAGO board will appoint a committee secretary to prepare the minutes of IMAGO general assembly.
General Assembly Authority
16.1. The IMAGO general assembly is the sovereign authority of the federation. It fixes the general policy of IMAGO.
16.2. It has the powers explicitly recognized to it by the law or by these articles of federation. Reserved to its authority:
- the annual approval of the accounts and budgets
- the modification of the statutes of the federation
- the appointment and dismissal of president, vice-president, treasurer, general secretary and other members of the IMAGO administration board
- the appointment and dismissal of the auditors, as well as the fixing of their remuneration should one be granted
- the discharge to be given to the IMAGO board members and should the case arise, to the auditors
- the voluntary winding-up of the federation
- the admission, expulsion and suspension of the members
- the conversion of the federation into a company with a social finality
- the renewal of an exceptional reduction of the fees to members who are unable to comply with financial obligations
The remaining authority of the federation is granted to the IMAGO administration board.
16.3. No delegate of any member may vote if his/her association has not paid the member fees that are due to IMAGO. The granting of a reduction or a rescheduling of the payment as regulated by 13.5.shall not compromise the right to vote.
General Assembly’s Meeting and Extraordinary General Assembly
17.1. All full, associated and honorary members have the right to attend the IMAGO general and extraordinary general assembly and to participate in the debates and should be invited to it. But only full members have the right to vote and to be eligible for being part of the IMAGO administration board under the conditions established in the present statutes.
17.2. The IMAGO general assembly should gather once a year, within three months following the closing of the financial year.
17.3. 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 convoke an extraordinary general assembly when requested by one third of the full members at least. In this case, any IMAGO extraordinary general assembly must be called within two (2) months.
17.4. Each meeting will be held on the day, at the time and place mentioned in the notice, decided by the IMAGO administration board.
17.5. Art. 15 of these statutes if fully applicable to IMAGO extraordinary general assembly.
17.6. Arrangements for the IMAGO general and extraordinary general assembly shall be made by the association in whose country it is to occur.
17.7. The IMAGO administration board may have at its discretion to allocate finances to help the national association of the country where it is organized.
Notification of General Assembly’s meeting
18.1. The IMAGO general assembly is convened by the administration board by e-mail or any other communication means at least two months prior to the date of the meeting. The notice is signed by the IMAGO president or IMAGO general secretary, on behalf of the IMAGO administration board, and mentions the agenda.
18.2. Any proposal signed by one of the full members should be put on the agenda and presented to the IMAGO general assembly provided it has been communicated to the IMAGO president or IMAGO general secretary at least fifteen days prior to the meeting of the IMAGO general assembly.
18.3. Save for what regards the decisions relating to the modification of articles of the statutes of the federation, the winding up or conversion of the federation as well as the resignation of a member thereof, items that are not mentioned in the agenda maybe discussed validly after being accepted by the IMAGO general assembly with a single majority vote.
18.4. In case that members of the federation according point 20.2. of the present statutes or the IMAGO administration board itself, are proposing modifications or addition of articles of the statutes of the federation as part of the agenda, they have communicated such detailed proposals to all members within a minimum time of 30 (thirty) days prior of the date of meeting.
General and Extraordinary Assembly Representation
19.1. Each member shall decide who will represent them at the IMAGO general and extraordinary assembly. Regarding the full members, the only condition is that the person must be a cinematographer or a paid official of that organization. Each member may send more than one person to the IMAGO general or extraordinary assembly, but must decide who will be the delegate to vote.
19.2. Each full member may mandate another full member to represent it at the IMAGO general or extraordinary assembly holding a special 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 days before celebrating the IMAGO general or extraordinary assembly, or latest by communication to the moderator at the commencement IMAGO general or extraordinary assembly.
Modification of Statutes, winding up, conversion and other items of importance (extraordinary IMAGO assembly)
20.1. In case that proposal of modification of statutes, winding up and conversion had not been made and discussed during preparation and celebration of the IMAGO general assembly, according the present statutes, or for any other issue of importance proposed by not less than one-third (1/3) of all full members, IMAGO administration board must convoke an extraordinary assembly according to article 17 of these statutes.
20.2. IMAGO administration board is free to convoke an extraordinary general assembly for the same reasons. Such a decision needs a prior unanimous vote by all members of the IMAGO administration board.
20.3. In both cases, the IMAGO administration notifies the date of the meeting of an IMAGO extraordinary general assembly that will resolve such proposals or problems, made directly by IMAGO administration board or by members with the necessary quorum, to all the members of the federation at least two months prior to this meeting. The convocation will be done by IMAGO administration board by e-mail or any other communication means. The notice is signed by the IMAGO president or IMAGO general secretary, on behalf of the IMAGO administration board, and mentions the agenda.
20.4. Art. 18.4. is applicable to such convocation.
21.1. All full members have equal voting rights at the meeting of the IMAGO general and extraordinary assembly, whereby each has one vote.
21.2. The other members have no voting right. They can nevertheless attend the meetings with consultative powers.
21.3 The IMAGO administration board has the consultative power to all members on difficult topics with no obligation of vote.
General and Extraordinary Assembly Quorum
22.1. Unless otherwise specified by the law or these articles of federation, the IMAGO general and extraordinary assembly is validly composed whatever the number of attending members and the decisions are taken at the simple majority of the present or represented votes. In case of parity of votes, the simple majority of vote in the IMAGO administrative board is a casting vote.
22.2. However, the decisions relating to:
- the modification of the statutes of the federation or conversion of the federation can only be taken by an IMAGO general assembly or an extraordinary IMAGO assembly at which two thirds of the members with a voting right are present or represented, and on condition of getting a vote at the majority of two thirds of the attending or represented members,
- the winding up of the federation or modification of the objects to which end the federation is incorporated, can only be decided by an IMAGO general assembly or an extraordinary IMAGO meeting where two thirds of the members with a voting right are present or
represented, and on condition of getting a majority of four fifths of the votes of the attending or represented members.
- the admission, expulsion, suspension of members as described in the present statutes on condition of getting a vote at the majority of two thirds of the attending or represented members.
22.3. If the conditions of attendance are not complied with, a second meeting may be convened. The latter may validly deliberate at the majorities indicated above, whatever the number of attending or represented members. The second meeting will be hold according the decision of the IMAGO administration board and in the maximum period of three (3) months after celebration of first IMAGO general or extraordinary assembly.
22.4. By decision of IMAGO administration board this second meeting can be substituted by a vote of members by digital network communication respecting all applicable laws and administrative procedures.
Minutes of the General and Extraordinary Assembly
23.1. The decisions of the IMAGO general and extraordinary assembly must be communicated to the members together with the result of any votes within thirty (30) days of the date of the general or extraordinary assembly. They are put down in minutes, prepared by the IMAGO committee- secretary appointed during the IMAGO general and extraordinary assembly, which are signed by the chairman of the meeting and all members of the IMAGO administration board who had attended the IMAGO general or extraordinary assembly or their formal substitutes (according to article 29.5.) If not decided differently by the general or extraordinary assembly, the circulation of the minutes will be done by the official website of IMAGO, but with reserved access only for members, or by any other communication means.
23.2. These minutes are in turn put down in a registered kept at the registered office of the federation, where all members interested can take cognizance thereof but without moving the register.
23.3. If the interested 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 IMAGO general secretary
23.4. The copies or extracts of such minutes are signed by the president or the IMAGO general secretary.
Obligation of Registration
24.1. Any modification of the articles of federation or any decision relating to the winding up of the federation, should be filed with the registry of the Commercial Court without delay and published in extract in the Appendices to the Belgian Official Gazette.
24.2. The same applies for all acts relating to the appointment or cessation of function of the members of IMAGO administration board, of the people authorized to represent the federation and should the case arise, of the auditors.
Formation and Composition
25.1. The federation is administered by the IMAGO administration board comprising a maximum seven individual members, with collective responsibility, elected among the full members or their representatives. The persons occupying seats on the IMAGO administration board are elected as individual persons. The membership of IMAGO administration board is not designated to the member association itself.
The members of IMAGO administration board cannot be replaced or substituted by his/her association but each member of IMAGO administration board can designate a deputy in case of impossibility to sit.
25.2. A simple majority of the members of IMAGO administration board must be members of European associations.
25.3. The IMAGO general assembly appoints among its members, a president, possibly a vice-president, a treasurer and a general secretary when practical. The general secretary can also be an appointed person working under the control of the administration board.
25.4. The IMAGO president should chair the meetings of the administration board. In case the president is prevented, his functions will be fulfilled by the vice-president.
25.5. The IMAGO general assembly will appoint by simple majority an Election Committee of three delegates from different countries. Its function is to call for nominations of individual members to be the candidates for the IMAGO administration board.
25.6. Nominations for the IMAGO administration board may only be received by full members that have paid up the fees due by them to the association.
25.7. The president of the IMAGO administration board has always to be from a European Association.
25.8. The president, vice-president, treasurer and other members of the board are appointed by the IMAGO general assembly for a term of three years, and can be dismissed by it at any time.
25.9. The members whose tenure has expired are eligible for re-election and this for a maximum of three terms of 3 years.
25.10. As long as the IMAGO general assembly did not proceed to the renewal of the IMAGO administration board at the expiry of the members of the board term of office, the latter will continue to exercise their assignment in expectation of the decision of the IMAGO general assembly.
25.11 Full members who wish to become part of the IMAGO administration board must apply to the IMAGO general secretary or, in case, to the Election Committee appointed according 25.5., presenting his/her candidature 30 (thirty) days before the IMAGO general assembly at which elections are to be taking place.
Expiration of term of office
26.1. The term of office of the member of the IMAGO administration board expires only because of death, resignation or dismissal. In such case the member of the IMAGO administration board or his rightful claimants are bound to return the property of the federation that would be in their possession, within one month following the date of cessation of function.
26.2. The resignation is notified by a registered letter sent to the IMAGO administration board, but only becomes formally valid when the resigning association has fulfilled its financial obligations to IMAGO.
26.3. The latter will send an acknowledgment of receipt to the resigning person and will comply with the formalities of publicity required by the law.
27.1. If one of the members of the IMAGO administration board would die or cease his functions during a financial year, the IMAGO administration board will provide for his replacement.
27.2. Such appointment will be provisional and submitted to the ratification of the next meeting of the IMAGO general assembly.
27.3. The member so appointed finishes his predecessor’s term of office.
Administration Board Meetings
28.1. The IMAGO administration board meets whenever the interest of the federation so requires or upon request from at least two members of the administration board.
28.2. The IMAGO general secretary convenes meetings in writing at least two (2) weeks before any schedule date.
28.3. The IMAGO president chairs the meeting of the IMAGO administration board and if he is prevented, the latter is chaired consistent with article 25.4. of these articles of federation.
28.4. The IMAGO administration board is a body and can only deliberate validly if the majority of its members is present or represented.
28.5. The prevented or absent member of the administration board can have him/herself represented by another member by proxy. However, nobody can represent more than one board member.
28.6. Notwithstanding the preceding, the members of administration board (excluded the president, vice-president, treasurer) may, with the approval of simple majority of the IMAGO general assembly, nominate an official substitute who will represent her/him on the administration board meetings. Such appointment of official substitute must fulfil the condition of article 26.2. that at least two third of the members of administration board must be full European members.
28.7. Any decision of the IMAGO administration board is taken at the simple majority of the votes. The members of IMAGO administration board who refrain from voting being considered as absent for the calculation of the majorities.
28.8. In case of parity of the votes, the presiding person’s vote will be a casting one.
28.9. Minutes are drawn up for each meeting and will be signed by the IMAGO president and by the IMAGO general secretary, or by two members of the IMAGO administration board and are transcribed in a register kept at the registered office of the federation.
Administration board competence
29.1. The IMAGO administration board is accountable for the administration and management of the federation.
29.2. It will have to 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. It is answerable for all questions, except those reserved by the law or these articles of federation to the competence of the IMAGO general assembly.
29.4. The IMAGO administration board can not only convoke ordinary and extraordinary general assembly according these statutes, but can convoke according art. 20 of these statutes. In case of absolute emergency, and prior unanimous vote of all members of IMAGO administration board, it can convoke meetings without character as extraordinary or general assembly meeting.
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 the federation and can dismiss them or cease the professional relationship.
30.2. The IMAGO administration board shall determine all terms and conditions of engagement
Delegation of Attributions
31.1. The IMAGO administration board is authorized to delegate part of its functions or one of its members or to any other third party person when necessary.
31.2. The daily management of the federation as well as the representation thereof for what regards such management can be delegated by the administration board to a general manager, who may be a paid employee of IMAGO. The administration board under its collective responsibility shall define the powers of the general manager.
31.3. When the daily management is entrusted to several persons, the latter act as a body.
32.1. The legal proceedings as plaintiff as well as defendant are filed or supported on behalf of the federation by the IMAGO administration board under the conditions provided by article 34 of these articles of federation.
Signature of Acts binding the Federation
33.1. All acts binding the federation, other than those of daily management or proceeding from special proxy-holders, should be validly signed by the IMAGO president or the IMAGO general secretary acting individually or by two members of the IMAGO administration board acting jointly.
33.2. The acts of daily management are signed by the person(s) appointed to this end by the IMAGO administration board.
33.3. The federation is furthermore represented by any person acting within the limits of the powers delegated by or pursuant to a decision from the IMAGO administration board.
Expenses and Funds
34.1. The finances of IMAGO shall be administered by the treasurer under supervision and instruction of IMAGO general secretary and 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 office.
34.3. Notwithstanding the preceding, the expenses of the IMAGO administration board meetings, and the travel expenses of the members of IMAGO administration board, and others who may act on instructions of the IMAGO administration board, shall be borne by federation funds.
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 the federation are filed with the registry of the Commercial Court without delay, and published in extract in the Appendices to the Belgian Official Gazette.
36.1. Internal rules can be presented by the IMAGO administration board on demand of the IMAGO general assembly.
36.2. Any modification of these rules must be done by the IMAGO administration board resolving at the simple majority of the present or represented actual members.
Budgets and accounts
37.1. From 2019, the financial year starts January 1st each year and ends December 31st.
37.2. For 2018, the financial year starts September 1st 2017 and ends on the December 31th 2018.
The accounts of the past financial year as well as the budget of the next one will be drawn up yearly by the IMAGO administration board, which will submit them each year to the approval of the IMAGO general assembly at its next meeting.
39.1. Without prejudice to article 53, §5 of the law of June 27th, 1921 the IMAGO administration board must appoint an auditor, in-charge of checking the accounts of the federation and of presenting an annual report.
39.2. The IMAGO administration board will determine the duration of the term of office of the auditor as well as the amount of its remuneration.
Winding up and liquidation
40.1. The winding up and liquidation of the federation is decided by the IMAGO administration board consistent with the provisions of article 22 of these articles of federation.
40.2. The IMAGO administration board settles at the same time the mode of liquidation, appoints the liquidator(s), and his powers and possibly emoluments.
In all cases of voluntary or judicial winding up, at any time, or for any reason, the net assets of the wound-up federation will be affected with a disinterested finality to a European association pursuing a purpose similar or close to the purposes of the federation.
42.1. Anything not explicitly provided in these articles of federation is governed consistent with the provisions of Title III of the law.
42.2. Special attribution of jurisdiction is granted to the courts of the judicial district of Brussels for any dispute. `
Members of the administration board
Currently, the IMAGO administration board members are:
- Mr Paul Rene Roestad, as president
- Mr Rolf Coulanges, as vice president
- Mrs Nina Kellgren as vice president
- Mr Louis-Philippe Capelle, as general secretary
- Mrs Elen Lotman as treasurer
- Mr Daniele Nannuzzi
- Mr Ron Johanson
- Mr Predrag Bambic
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 will prevail.