Articles of Association

Name

Art. 1. The association shall bear the name “Tweedeverblijvers/Residents Secondaires”. The name may be abbreviated to “TWERES”.

Seat and language

Art. 2. The registered office of the association is located in the Flemish Region.

The administrative body is authorized to relocate the registered office within Belgium within the same linguistic region.

If, as a result of the transfer of the registered office, the language of the articles of association has to be changed, only the General Meeting can take this decision, taking into account the requirements for an amendment of the articles of association.

The association has a website “tweres.be”.

The e-mail address of the association is “info@tweres.be”.

The association is bilingual and strives to communicate with its members and the public in both Dutch and French. If feasible and relevant, communication can also be in German and/or English.

Purpose and objectives

Art. 3. § 1.  The purpose of the association is to bring together owner-occupiers of secondary residences in Belgium in order to promote their common interests and to contribute positively to coexistence at local, regional and national level as a grouping. This general purpose will be pursued by, among other actions:

–      Bringing together owner-occupiers of second homes from all regions and all categories of the population in an atmosphere of mutual help, respect, solidarity and tolerance;

–      Acting as an interlocutor vis-à-vis the municipalities, the provincial councils and the regional and federal authorities on matters concerning the owner-occupiers of secondary residences;

–      Developing  initiatives that can positively and constructively influence the pleasant and peaceful cohabitation between owner-occupiers of secondary residences and permanent residents on a local level;

–      Promoting a correct and nuanced public perception of the identity and diversity of the group of owner-occupiers of secondary residences;

–      Providing the collectivity of owner-occupiers of secondary residences in Belgium with relevant information and advice on matters of interest to these owner-occupiers;

–      Defending the collective interests and rights of owner-occupiers of secondary residences where necessary and justified, taking into account the public interest, and to raise the necessary resources for this purpose.

The Association shall be independent and open to members and adherents of different political, ideological and religious beliefs and from different national origins or cultural backgrounds. It expects respect, understanding and tolerance for each other’s views, culture and way of life from its members and acceding members.

The association may organise all activities directly or indirectly related to the realisation of its purpose.

§ 2. An initiative to group the owner-residents of second residences was originally taken by the creation on 7 May 2020 of a Facebook group under the name “Second-residents Coast and beyond” by a number of people, coordinated by Mrs. Ann Willekens. With the intention of instituting legal action against the ban imposed by the government measures in connection with the fight against the coronavirus COVID-19 on owners-occupants of second residences to go to their second residence, funds were collected on a “second-residents” bank account of which Mrs Ann Willekens is the proxy holder.

The purpose of the association “Tweedeverblijvers/Résidents secondaires” is to take over the rights acquired within the aforementioned context, and the obligations entered into, by Mrs. Ann Willekens within the framework of an agreement which the association will conclude with her and in which the rights and obligations concerned will be further defined. After signature by both parties, the funds collected within the framework of the first alinea of this paragraph and not yet spent will be transferred to a bank account of the association.

§ 3. – The Association shall be entitled to make commercial acts insofar as they are in accordance with the purpose described in the first paragraph and insofar as the profits are used to achieve this purpose. It may own or acquire all movable and immovable property necessary to achieve its purpose and exercise all property rights and other rights in rem on it. It may cooperate with other entities for the achievement of its objectives.

To this end, it may perform all useful legal acts and deeds, including, among other things, concluding agreements, recruiting personnel, signing contracts, taking out insurance policies, renting goods, all this both at home and abroad.

It can acquire subsidies, both from the government and from private institutions, carry out sponsorship and send out representatives at home and abroad and act as a representative itself.

§ 4. – The association may appoint local representatives who, with the approval of the administrative body of the association, may develop activities at local level that promote the achievement of the association’s objective.

Duration

Art. 4. The association is established for an indefinite period of time. It may be dissolved at any time.

Members

Art. 5. The association will have at least three members.

The association consists of members and acceding members. In these statutes, the terms “member” and “members” without the addition of the adjective “joined” mean “effective member” and “effective members” within the meaning of the Lawbook on Corporations and Associations (hereafter: LCA)

The members of the administrative body are the first members of the association.

Any natural or legal person who has declared his willingness to take an active role in the association or otherwise provides support to the association, and who is admitted as such by the administrative body, may become a member of the association.

Anyone wishing to become a member must send their application for admission to the administrative body by e-mail or via the contact form published on the association’s website.

The administrative body decides freely and sovereignly on each request.

Acceding members are members who, in exchange for an annual contribution, are invited to participate in the activities of the association, make use of services provided by the association, receive information through newsletters or other channels issued by the association and enjoy other services and benefits provided or stipulated by the association for its acceding members.

Anyone who subscribes to the objectives and values set out in Article 3 § 1 of these articles of association and has paid the annual contribution determined by the administrative body may be accepted as a member.

Acceding members may be invited to attend the general meeting but do not have the right to vote.

Art. 6. The annual contribution payable by acceding members shall not exceed fifty euros.

The contribution paid by prospective members within the framework of the fundraising referred to in Article 3 § 2 can, at the request of the prospective member, be entered as a contribution for the first working year of the association.

Each year, the administrative body shall determine the contribution payable by the acceding members.

Art. 7. Any member may leave the association at any time, subject to one month’s notice,

Exclusion of a member may only be decided by a general meeting, by a two-thirds majority of the votes present and represented and after the member has been heard, or at least convened.

A member who does not accept the invitation to pay the annual contribution shall be deemed to resign. To this end, the administrative body shall issue a reminder to the non-paying members to pay within the period to be determined by the administrative body. After the expiry of this term, the acceding member shall automatically resign.

Membership of members and acceding members shall terminate by operation of law in the event that the member or acceding member dies, is declared incompetent or in a state of prolonged minority, or is placed under provisional administration.

General Meeting

Art. 8. The general meeting is composed of all the members and is competent for what is stipulated in Article 9:12 of the LCA and subsequent legislative amendments, in particular for:

1.     amending the articles of association;

2.     appointing and dismissing the administrators;

3.     appointing and dismissing the auditors members and determining their remuneration if applicable;

4.     the discharge of the members of the administrative body and the auditors;

5.     approving the budget and the accounts;

6.     dissolving the association;

7.     the exclusion of a member;

8.     converting the association into a company with a social purpose;

9.     a contribution not to be made or accepted of a general nature;

10.  other decisions that can or must be taken by the general meeting pursuant to the law or these articles of association.

Each member may give a written power of attorney to another member, who may exercise the corresponding right to vote, but no member may hold more than one power of attorney.

Art. 9. The general meeting must be convened at least once a year. Subject to the provisions below, the manner of convening the general meeting and its operation are regulated in accordance with Articles 9:13 up to and including 9:21 of the LCA.

The general meeting is always convened on the initiative of the administrative body. All members shall be convened by e-mail at least fifteen days before the meeting.

Extraordinary general meetings may be convened on the initiative of the administrative body or on the initiative of at least one-fifth of the members of the association.

The written notice convening extraordinary general meetings shall be sent by e-mail with the agenda.

Art. 10. The meeting is chaired by the chairman of the administrative body or, in his absence, by the vice-chairman or, in his absence, by the oldest of the administrators present.

The chairman shall appoint a secretary if the secretary of the administrative body is absent.

The agenda shall be adopted by the administrative body.

Subjects that are not on the agenda may also be dealt with by unanimous approval of the members present or represented at a general meeting.

Art. 11. Decisions shall be taken by a simple majority of the votes present and represented, regardless of the number of persons present. In the event of a tie, the chairman of the meeting will have the casting vote.

Art. 12. The minutes of the general meeting will be recorded in a special register kept at the registered office of the association and signed by the chairman of the meeting, the secretary and any members who so wish. Copies and extracts of the minutes and the register will be signed by the secretary of the administrative body.

The decisions of the general meeting shall be notified to the members and interested parties orally or by e-mail, all this without prejudice to the announcements required by law.

Administrative body

Art. 13. The association is governed by a minimum of three administrators , who are members of the association. They are appointed by the general meeting. The administrators are appointed for two years and their term of office is renewable. Their term of office ends by operation of law if their mandate is not renewed and once in a while by death, resignation, resignation or dismissal and loss of membership.

The administrators are not remunerated for the exercise of their mandate.

Any administrator may resign voluntarily by written notification by e-mail to the chairman or to the secretary of the association.

Any administrator may also be dismissed at any time by the general meeting.

Any administrator who has been appointed to carry out a mandate that has fallen vacant in the interim shall only remain a administrator until that mandate has expired. Administrators whose term of office is of limited duration must take the initiative before its expiry to have the general meeting convened to appoint new administrators. If they fail to do so, they must continue to carry out their duties until they are replaced, without prejudice to their liability for any damage caused by their failure to do so.

The administrative body may elect a chairman, a vice-chairman, a secretary and a treasurer from among its members. The chairman, the vice-chairman and the secretary shall automatically be the chairman, vice-chairman and secretary of the general meetings.

Art. 14. The administrative body directs the association’s affairs and represents it in and out of court. The administrative body is competent for all matters except those reserved by law or by the statutes to the general assembly.

Without prejudice to the general power of representation of the administrative body as a collegiate body, the association is also represented in and out of court by the secretary who can only act for the observation of the daily management.

The administrative body may itself perform acts of disposition including, but not limited to, the alienation of movable and immovable property, mortgages, lending and borrowing, all commercial and banking transactions, the lifting of mortgages, etc. The board of administrators may also perform acts of disposition.

The administrative body may transfer parts of its authority to one or more administrators.

No personal obligation is entered into by the administrators with regard to the association’s commitments. Their liability is limited as described in articles 2:56 up to and including 2:58 WVV.

Art. 15. Each member may represent the association in and out of court in accordance with the conditions drawn up by the administrative body.

For legal acts that fall outside the day-to-day management and special assignments, the association is only bound by the signatures of two board members together.

Art. 16. The administrative body shall be convened by the chairman or by two administrators by e-mail, stating the agenda.

The administrative body is a college. It may issue internal regulations as stipulated in Article 2:59 of the LCA.

The meetings shall be chaired by the chairman and, in his absence, by the vice-chairman. If neither the chairman nor the vice-chairman are present, the meeting shall be chaired by the secretary.

Decisions shall be taken by a simple majority of votes; at least the majority of the administrators must be present or validly represented. In the event of a tied vote, the vote of the chairman or of the person replacing him shall decide.

Each administrator may give a written power of attorney to another administrator, who may exercise the corresponding voting right, without, however, a administrator holding more than one power of attorney.

The minutes shall be kept in a register designated for that purpose; they shall be signed by the secretary of the meeting concerned. Extracts and copies of the minutes and the register shall be signed by the secretary of the administrative body.

Budgets and accounts

Art. 17. The financial year of the association runs from 1 January to 31 December.

At the end of each financial year, the administrative body closes the accounts of the redemption pen year and draws up the budget for the following year. These accounts and the budget are submitted to the general meeting for approval. The credit balance increases the assets of the association and cannot be paid out to the members as dividend or otherwise.

The accounts shall be kept in accordance with the provisions of the LCA and the applicable implementing acts.

Dissolution and liquidation

Art. 18. In the event of voluntary dissolution, the general meeting or, failing that, the court, appoints one or more liquidators. It will determine their jurisdiction as well as the manner of liquidation.

Art. 19. In the event of dissolution, the assets shall, after payment of the debts, be transferred to the association, foundation or establishment, which pursues a similar purpose as this association. If there are several such associations, the general meeting shall make a choice or divide the assets as it sees fit; if there are none, the assets shall be transferred to the association, foundation or establishment, whose purpose comes closest to that described in article 3, § 1 of these articles of association.

Art. 20. The procedure to be followed in the event of dissolution or liquidation of the association is laid down in Articles 2:109 to 2:149 LCA.

TRANSITIONAL PROVISIONS

The first financial year runs from the date of incorporation, i.e. 10 July 2020 until 31 December 2021.

For the period from the establishment of the association until the next general meeting, the administrative body is composed of the following persons:

–      Mrs Marie Anne Coninsx, residing at D- 82491 Grainau (D), Waldweg 2;

–      Mr. Koenraad Depontieu, residing at 9420 Erpe-Mere, Egemstraat 56;

–      Mr Joseph Dumortier, residing at 3040 Loonbeek, Biezenstraat 28;

–      Mrs. Lieve Halsberghe, residing at 3001 Heverlee, Petrusberg 31;

–      Mr Johan Ide, residing at 2840 Rumst, Sint-Jozefstraat 19;

–      Mr Joost Schets, residing at 1500 Halle, Halleweg 377;

–      Mrs Ann Spillebeen, residing at 8560 Wevelgem, Rivierstraat 10;

–      Mrs Arianne Van Impe, residing at 9300 Aalst, Hof ten Bergestraat 47;

–      Mrs Sofie Vaneerdeweg, residing at 9340 Wanzele, Billegemstraat 95;

–      Mr Christian Vanhuffel, residing at 9300 Aalst, Oude Gentbaan 60 Bus 9;

Thus approved on 10 July 2020 in two copies, both of which will be kept at the association’s registered office and of which an electronic copy will be uploaded into the e-griffie application via the website https://www.e-griffie.be of the FPS Justice.

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