Article 1: Name - Founder
1.1. The name of the public interest foundation is “Fondation Charcot”, in Dutch “Charcot Stichting”, or together “Fondation Charcot Stichting”.
1.2. All deeds, announcements, publications, correspondence and other documents issued by the Foundation shall mention its name, preceded or followed immediately by the words “Fondation d’utilité publique” (“public interest foundation”) and the address of its registered offices.
1.3. The Foundation was established by the non-profit association “Fondation Charcot: Groupe Belge d’Etude pour la Sclérose en Plaques” (“Charcot Foundation: Belgian Study Group on Multiple Sclerosis”), with registered offices established in 1030 Brussels, avenue Huart Hamoir, 48. The constitution of the Foundation was approved by the Royal Decree of 24 August 2001 (Belgian Official Journal of 14 September 2001).
Article 2: Registered offices
The Foundation has its registered offices in 1030 Brussels, avenue Huart Hamoir, 48. The registered offices may be transferred to any other place in Belgium by simple decision of the board of directors, published in the Annexes to the Belgian Official Journal. The Foundation may have operating offices in Belgium and in other countries.
Article 3: Aim and activities
The Foundation’s charitable aim is to encourage and develop in Belgium the study of the nature of and, more especially, the treatment of multiple sclerosis, with the help of the various disciplines of scientific research that are available, in particular clinical, biological, biochemical, electrophysiological, immunological, virological, genetic, epidemiological and anatomopathological research.
As part of this objective, the Foundation encourages scientific research on the study of the nature and treatment of multiple sclerosis, in particular by granting loans to researchers or teams of researchers.
The Foundation also intends to contribute towards the information of doctors by compiling and making available updated documentation on multiple sclerosis and by organising other information initiatives (publications, scientific meetings).
The Foundation may also provide financial assistance to other institutions set up with a view to research, treatments or the organisation of scientific meetings concerning multiple sclerosis. It may also join forces and work with any institution that pursues the same objectives as its own.
In order to pursue its statutory aim, the Foundation may raise funds and receive donations and bequests intended to support research into and the treatment of multiple sclerosis.
It may create assets of which the revenue permits the achievement of the statutory aims and the management thereof.
It may, to this end, carry out any and all actions which are connected directly or indirectly with its aim, including any and all participations in companies or associations that have aims that are similar or connected with its own aim.
It may own as property or otherwise any buildings which are necessary for the performance of its mission and its administration.
Article 4: Procedures for appointment, cessation of functions and dismissal of directors
4.1. The Foundation is administered by a board of directors composed of a minimum of six persons and a maximum of twenty persons. The directors complete their term of office free of charge.
The directors are appointed by the board of directors according to their competence and their interest in fulfilling the statutory aims of the Foundation, whether such aims be scientific, financial, legal, administrative or other.
The board of directors is composed of an equal number of scientific directors and non-scientific directors.
The scientific directors are those who are appointed by the board of directors, upon presentation by the scientific committee referred to in article 9, from among the members of this committee. The Chairman of the scientific committee is a fully fledged member of the board of directors for the duration of this function within this committee.
The non-scientific directors are those who are appointed by the board of directors, upon presentation by the management committee referred to in article 10, from among the members of this committee. The Chairman of the management committee is a fully fledged member of the board of directors for the duration of this function within this committee.
4.2. Subject to the provisions of paragraph 4.1. concerning the terms of office of directors carried out ex officio by the chairmen of the scientific and management committees, each director is appointed for a period of five years, and his term of office may be renewed, where appropriate several times.
However, a director appointed to replace a director who has ceased to carry out his duties completes the term of office of the director whom he replaces.
4.3. The directors are appointed or reelected by the board of directors deciding by a simple majority of the votes of the members who are present or represented. The board may, however, decide to make such an appointment only if at least the majority of its members are actually present or represented.
4.4. Except in the case of renewal, the duties of the directors shall end automatically on the date on which they reach their term of five years. Their duties shall also end in the event of death, resignation, civil disability, placing under provisional administration or dismissal.
4.5. The directors may be dismissed at any time by the board of directors according to the majority of persons and votes laid down in article 4.3. The director concerned will not take part in the deliberation but may be heard before the deliberation.
4.6. The members may at any time submit their resignation by registered letter sent to the chairman. The resignation shall take effect on the date of the letter of acknowledgement of receipt signed by the chairman or, in case of impediment, by the vice-chairman.
Article 5: Board of directors: composition, term of office, votes, conflicts of interests
5.1. The board of directors shall select from among its members a chairman, a vice-chairman and a secretary.
The chairman’s duties shall be carried out by the director who is the chairman of the scientific committee.The vice-chairman’s duties shall be carried out by the director who is the chairman of the management committee.
5.2. The board may validly deliberate only if at least the majority of its members are present or represented, unless otherwise provided in the law or in the articles of association.
5.3. Decisions are taken by simple majority of the votes of the members who are present or represented, unless otherwise provided in the law or in the articles of association. In the case of a tie of votes, the chairman or the vice-chairman who replaces him shall have the casting vote.
5.4. Each director may be represented at deliberations by giving proxy to another director. However, a director may not hold more than one proxy.
5.5. In exceptional cases duly justified by urgency and the interests of the Foundation, the decisions of the board of directors may be taken with the consent of the directors, expressed in writing.
5.6. In the event of a conflict of interests, the director concerned shall of his own initiative inform the chairman or, in case of impediment of the latter, the vice-chairman. He shall not take part in the deliberation of the board or in the votes relating to this decision. His reasoned statement shall be attached to the minutes of this meeting.
Article 6: Powers of the board of directors
The board of directors is entrusted with the broadest powers to carry out all the administrative and disposal operations that concern the Foundation.
It decides on the granting of loans for research on the basis of a proposal by the scientific committee. It manages the assets of the Foundation according to the recommendations submitted to it by the management committee.
In compliance with the present articles of association, it defines the composition and working methods of the scientific committee and of the management committee and appoints and dismisses the members thereof.
It may establish any house rules or any regulations with which the beneficiaries of its support, in particular financial support, must comply.
More generally, the board of directors may draw up and conclude any and all deeds and any and all contracts, reach agreements, settle disputes, acquire, exchange or sell all movable and immovable property, mortgage, borrow, enter into lease agreements of any duration, accept all subsidies, donations, bequests and transfers, waive all rights, validly represent the Foundation in the event of authentic instruments, confer, under the terms of the law and the present articles of association, any power on agents of its choice, represent the Foundation in court as defendant or plaintiff, it being understood that the foregoing list is enunciative and non-limiting.
Article 7: Representation – Signature - Day-to-day management
7.1. Except in the case of a special delegation referred to in the following paragraph, all judicial and/or extrajudicial instruments that engage the Foundation, other than those relating to day-to-day management, shall be signed by two directors including the chairman or, in case of impediment of the latter, the vice-chairman, who will not be required to justify to third parties the powers conferred for this purpose.
The board of directors may, in compliance with the law, grant special powers to represent the Foundation for judicial and/or extrajudicial instruments to one or more directors, deciding whether he may act alone or jointly with another director.
7.2. Except in the case of a special delegation referred to in the following paragraph, routine correspondence and acts of day-to-day management shall bear the signature of the chairman or of the vice-chairman.
The board of directors may, in compliance with the law, entrust the day-to-day management and the signing of the routine correspondence of the Foundation to a director who shall bear the title of director delegated to conduct day-to-day management. Said director may subscribe, without the signature of the chairman or vice-chairman, to commitments in the name of the Foundation for a maximum amount per instrument which shall be set by the board of directors. This delegation for day-to-day management is published in the annexes to the Belgian Official Journal.
7.3. The designations referred to in paragraphs 7.1 and 7.2. are carried out according to the same presence and voting majority conditions as those laid down in article 4.3. Resignation or dismissal shall take place according to the same arrangements.
Article 8: Board of directors: notices and meetings
8.1. The board of directors shall meet at least once a year at the initiative of the chairman or, in case of impediment of the latter, of the vice-chairman. The meetings of the board of directors shall be chaired by the chairman or, in case of impediment of the latter, by the vice-chairman.
8.2. The board of directors shall also be convened within a fortnight whenever at least one quarter of the directors so request by a letter sent to the chairman specifying the proposal that they intend to submit to the board.
8.3. Except in emergencies, the notices convening the meeting of the board of directors shall be communicated by letter, fax or e-mail sent to the directors at least fifteen days before the date on which the board is scheduled to meet.
The notices shall specify:
- the date, time and place where the board meeting will be held;
- the agenda and, where appropriate, the proposal put forward by the directors who requested the meeting.
8.4. Any member of the board of directors may enter an item on the agenda of the latter by communicating it in writing 48 hours before the date of the board meeting to the chairman, who shall decide whether he will examine it during this meeting or postpone the examination thereof until its next meeting.
8.5. The decisions and motions of the board of directors shall be entered in minutes which shall be signed by the chairman and by the secretary of the Foundation. A copy of the minutes shall be sent to all the directors.
These minutes shall be kept in a register which shall be stored in the registered offices of the Foundation.
Article 9: Scientific Committee
9.1. A scientific committee is created of which the board of directors determines the composition and the working methods. The scientific committee is composed of at least three members attached to a higher education or research establishment in each of the Regions. The scientific committee shall select a chairman and a vice-chairman from among its members.
The members of the scientific committee shall be elected or reelected for a period of five years by the board of directors, upon presentation by the scientific committee, on the basis of their active interest in the study of multiple sclerosis. Their terms of office may be renewed, where appropriate several times.
9.2. The mission of the scientific committee shall be as follows:
a) to study all the questions which are submitted to it by the board of directors;
b) to suggest to the board of directors fundamental or clinical research projects connected with the fight against multiple sclerosis for which scholarships or subsidies may be granted in order to finance their implementation.
Article 10: Management committee - Management of the assets - Financial period, accounting and financial rules
10.1. A management committee is created of which the board of directors determines the composition and the working methods.
The management committee is composed of at least three directors. It selects a chairman and a vice-chairman from among its members.
The members of the management committee shall be appointed for a period corresponding to the duration of their director’s mandate. Their term of office within the management committee may be renewed, where appropriate several times, as long as they remain directors of the Foundation.
10.2. The mission of the management committee shall be as follows:
a) to study any and all questions of a financial nature that are submitted to it by the board of directors;
b) to suggest to the board of directors any and all useful measures concerning the financial management of the Foundation and its assets;
c) to suggest to the board of directors any and all useful initiatives aimed at raising funds and increasing the assets of the Foundation.
10.3. Upon a proposal by the management committee, the board of directors shall entrust the financial management of the assets of the Foundation to one or more financial organisations which are reputed for their competence in this field. The latter shall send a statement of the assets to the board of directors every quarter. Representatives of each financial organisation and of the management committee of the Foundation shall meet at least once a year and at the request of one of them.
10.4. The financial period of the Foundation shall begin on 1 January and end on 31 December of each year.
10.5. The accounts shall be kept and deposited in accordance with the law.
Every year and at the latest six months after the date of the closing of the financial period, the board of directors shall draw up the annual accounts for the financial period ended, in accordance with the law, and the budget for the following financial period.
The board of directors may appoint a company auditor to audit the annual accounts of the Foundation. He shall be appointed by a simple majority of the votes of the members of the board of directors who are present or represented and who shall determine the fees for his term of office and the duration of his mission. The board of directors may also terminate this mission, in compliance with the law and according to the same quorum of votes.
Article 11: Amendments to the articles of association
The articles of association may be amended by the board of directors provided the amendments are approved by three-quarters of the members who are present or represented.
Article 12: Dissolution
In the event of dissolution of the Foundation, the net assets shall be allocated to the Fonds National de la Recherche Scientifique (FNRS)/Nationaal Fonds voor Wetenschappelijk Onderzoek (NFWO), whereby the latter shall be under an obligation to finance projects as part of research in the fight against multiple sclerosis, mentioning the origin of the funds allocated to such projects.
Article 13: Applicable law
All matters which are not provided for by the present articles of association shall be settled in accordance with the provisions of Title II of the law of twenty-seven June nineteen hundred and twenty-one concerning non-profit associations, international non-profit associations and foundations.