Purpose of the Meeting
The Extraordinary General Meeting (EGM) was convened to address important issues arising from the recent adaptation of the organisation’s Statutes to align with the new Belgian legislation on companies and non-profit organisations (Code des Sociétés et Associations).
Mistaken inclusion of non-essential clauses in the Statutes by the notary clerk created confusion and affected the organisation’s operations. Specifically, the issues concerned:
- The number of Board Members, capped at seven in the revised Statutes, which conflicts with the organisation’s current structure and nomination process, as well as the absence of such a limitation in the legislation.
- The appointment process for the President/Chairperson and other Office Bearers, which under the new Belgian law does not require direct appointment by the General Assembly.
Urgency of Amendments
Due to the urgency of these matters, it was crucial that these two articles in our Statutes be amended ASAP, a task that only the General Assembly is empowered to undertake. The Board also decided to take the opportunity to align our Statutes more closely with our Internal Rules and to address any other ambiguities in both documents (e.g. the rights and responsibilities of co-opted Board members).
This process was particularly important because, until these necessary amendments were made, the appointment of our Chairperson and other Office Bearers was on hold. In the meantime, Henk Nies, Vice-President for Research and Sebastian Fischer have been appointed as Interim President and Interim Treasurer, respectively.
Revision and Decision-Making Process
A small committee of Board members – Henk Nies, Christine Marking, John Dunne and Andreas Hoff – guided the revision process. Their proposed changes were endorsed by the Board at a meeting on the 5th November with one dissenting vote.
To ensure a transparent and valid decision-making process by the General Assembly, Article 16 of our Statutes (Art. 17 in the new version) on the use of a written procedure was invoked.
Article 16 — Written procedure
In exceptional cases and where urgency requires, the General Assembly may make decisions by written resolutions, provided that each voting member has been informed, at least fifteen days in advance, of the decisions to be made. To do this, the Board, assisted by the Secretariat, sends the draft decision and explanatory note to all members by any means of communication provided for in the Internal Rules.
Accordingly,
Voting Results
Total Votes Cast: 32 valid votes (from full members who had paid their fees).
Quorum Requirement: 26 (two-thirds of full members).
Votes in Favour: 31
Votes Against: 1
The proposed amendments to the Statutes and Internal Rules were approved by the required qualified majority in accordance with Belgian legislation and the Statutes, subject to the inclusion of the following task within the Secretariat’s mandate under Article 23 of the revised Statutes: Initiating and supporting the establishment of new carer-led organisations, as well as fostering the growth of existing carer-led organisations across the nations and regions.
Extraordinary General Meeting Discussion
The EGM on the 9th December was held to address any outstanding questions regarding the process and decisions. The meeting was attended by 18 participants from 18 organisations across 13 countries (Annex 2).
Conclusion
The organisation is now equipped with updated Statutes and Internal Rules aligned with both Belgian legislation and internal governance needs. They will be published in the official journal in Belgian, as required by law. These changes will ensure smoother operations and greater clarity moving forward.
The Board expresses its gratitude for members’ active participation and support throughout this process.
Season’s greetings and best wishes for the New Year!
Minutes of Extraordinary General Meeting 2024
Last Updated on December 17, 2024