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CHAPTER VI: GENERAL ASSEMBLY

Article 25   Composition and Meetings

The General Assembly consists of all the Member Institutes of the Association.

Each Member Institute may be represented at the meeting by a maximum of 3 delegates whose names will be communicated to the Council at least 5 days before the date of the assembly. Each delegate of a Member Institute may also be represented by a delegate of another Member Institute who carries a special proxy. Each delegate of a Member Institute may only carry one proxy.

Honorary Members are invited to attend the General Assembly.

The General Assembly will meet annually in Brussels or in any other place within the territory of a European member country. The time and place of the meeting are determined by the Council.

The Council must call an extraordinary meeting of the General Assembly if it receives a written request stating the reason for the demand, and is supported by not less than one-third of the Members.

Notification of a meeting of the General Assembly will be sent by conventional or electronic mail at least 28 days in advance and will include the agenda of the meeting.

 

Article 26   Procedure

The General Assembly is presided over by the Chairman of the Council assisted by tellers nominated by the Assembly.

The minutes of General Assembly will be signed by the Chairman, the tellers and representatives of the Members of EUGIN who wish to do so.

Copies of the minutes and extracts for delivery to third parties will be signed by the Chairman of the Council. The Assembly’s minutes are recorded in a register that is kept in the office of the Chairman’s member institute.

 

Article 27   Powers

The General Assembly has the following powers:
-    Review the activity report presented by Council;
-    Approve new applications for Membership recommended by the Council;
-    Approve the annual accounts, yearly budgets and business plans;
-            Decide upon the modification of the Articles of Association and the dissolution of the Association;
-            Decide on annual and/or exceptional fees
-            Decide on annual and/or exceptional fees;
-            Appoint Liquidators, decide on their powers and their emoluments and determine the method of liquidations.

 

Article 28       Voting

The General Assembly is properly constituted if at least two-thirds of the Members are present or duly represented.

Decisions are taken by a two-thirds majority of the vote of those present or represented except for any provision in the present Articles to the contrary.

Each Executive Member Institute has one vote.

The Honorary Members may assist in the conduct of the General Assembly and have advisory rights but they have no vote.

Should the General Assembly have to discuss the dissolution of the Association or any amendment of the Articles of Associations, then the following rules apply:

 

a)    The Assembly only considers matters proposed by the Council; 

b)    It may not properly deliberate unless:

i)       the matters to be discussed have been stated fully in the calling notice for the meeting, and 

ii)       all Executive Members are represented at the meeting; 

If this is not satisfied, a new meeting must be called which may proceed no matter the number represented thereat; 

c)    Unanimous vote must be obtained:

The amendments to the Articles of Association are presented for approval to the Ministry of Justice of Belgium and published in the Annexes to Le Moniteur belge.

 

Article 29       Dissolution of the Association

The General Assembly may decide to dissolve the Association. The Assets after liquidation shall be shared between the member institutes in proportion to the contribution they afforded the Association for the latest four years, provided the refund is not greater than that contribution. The excess, if any, shall be attributed to the non-profit body designated by the General Assembly, or, in absence of a decision, to the International Red Cross.

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