The text below is an informal translation of the Articles of Association that have been registered in Dutch at the Belgian Official Gazette on December 1, 2022.
Articles of Association
1. Name, address, mission, duration
Article 1.1: Name of the association
The ASBL is called "The Institute for Technology in the Public Interest", or TITiPI for short.
All deeds, invoices, announcements, notices, letters, orders, websites and other documents, whether in electronic form or not, emanating from the ASBL must state the following: the name of the ASBL, immediately preceded or followed by the words "non-profit association" or by the abbreviation "ASBL"; the precise indication of the ASBL's registered office; the company number, the word "rechtspersonenregister" or the abbreviation "RPR", followed by the reference to the court of the ASBL's registered office; if applicable, the ASBL's e-mail address and website and, if applicable, the fact that the ASBL is in liquidation.
Article 1.2: Address
The seat of the association is located at Jetsesteeweg 388, Box II, 1081 Koekelberg in the Brussels Capital Region.
The ASBL has an official website: https://titipi.org
The association has an official e-mail address: email@example.com
Any communication at this address by the members will be considered valid.
The governing body may change the website address and e-mail address even if they appear in the articles of association.
Article 1.3: Non-profit mission of the association
TITiPI brings together activists, artists, engineers and theorists to work with engaged communities on what computational technology could be in the 'public interest'. In doing so, we assume that what we understand by 'public', and by 'interest', is constantly evolving.
TITiPI operates out of feminism, queer theory, computer science, intersectionality, Free, Libre and Open Source software, anti-coloniality, disability studies, historical materialism and artistic practice to generate as-yet non-existent vocabularies, conceptions and methodologies. The association acts as an infrastructure for communities seeking to develop socio-technical practices and technologies in the public interest.
TITiPI organises activities around three interconnected axes: articulation, activation and imagination. To this end, it develops, for example, workshops, lectures, bugreporting, consultancy, public events, performances, exhibitions, audits, training, research, software and publications.
The association can perform all actions directly or indirectly related to its purpose and scope. In doing so, TITiPI may also carry out economic activities of a commercial nature, with all proceeds at all times benefiting its non-profit purpose.
Article 1.4: Prohibition of profit distribution
The Association may not directly or indirectly distribute or provide any pecuniary benefit to the founders, the administrators or any other person, except for the disinterested purpose specified in the Articles of Association. Any transaction contrary to this prohibition is null and void.
Article 1.5: Duration
The association is formed for an indefinite period and can be dissolved at any time.
Article 2.1: Admission
There shall be a minimum of three effective, working or statutory members, further referred to in these bylaws as "members". No maximum number is specified.
Members are natural or legal persons who are active in the field of activity of the association or who contribute as specialists, supporters or patrons to the achievement of the objectives of the association.
Candidate members are proposed by the sitting members of the association. They may be admitted if they are demonstrably capable and willing to support the aims of the association as defined in Article 1.3.
The governing body decides whether a candidate meets the requirements. Their decision is final and does not require justification.
Article 2.2: Member contribution
Members may be asked for a financial contribution. Contributions or payments to be paid by members shall not exceed one thousand euros per year. The General Assembly decides, within this limit, the amounts of membership and contribution, their variation according to such criteria as it may establish, the conditions for exemption, how often the contribution is paid, and the due dates.
Article 2.3: Conditions and formalities for retirement and resignation of members
Any member of the Association is free to resign by submitting his resignation to the governing body. The resignation is done by letter or email and shall be submitted to the governing body. If the resignation causes the number of members to fall below the legal or statutory minimum, the member's resignation shall be suspended until a replacement is found after a reasonable period of time.
The exclusion of a member can only be decided by the General Assembly, respecting the attendance and majority requirements prescribed for an amendment to the statutes. The proposal for exclusion must be indicated in the notice of that meeting. The member concerned must be heard. The administrative board may suspend a member pending the General Meeting deciding on the exclusion.
Membership terminates by operation of law on the death of that member.
A suspended, resigning or excluded member, is liable to pay the contribution or deposits of the current year. A resigning or excluded member is not entitled to the property of the Association and cannot recover paid contributions.
Article 2.5: Member register
The governing body shall keep a register of members at the registered office of the association.
This register shall contain the name, first name and residence of the members or, in the case of a legal entity, the name, legal form and address of the registered office.
The governing body shall enter all decisions concerning the accession, withdrawal or exclusion of members in that register within eight days of being notified of the decision. The governing body may decide that the register be kept in electronic form.
All members may consult the register of members at the registered office of the association. To this end, they shall address a written request to the governing body with whom they agree on a date and time for consulting the register.
Article 2.6: Rights and obligations of members
Members shall have the rights and duties established by law and by these articles of association.
Any member may consult the register of members, all minutes and resolutions of the General Assembly, the Administrative Board, as well as all accounting documents of the association, upon request by e-mail, motivated and addressed to all members of the Administrative Board. Members must specify which documents they wish to consult. The Administrative Board must send the requested documents within one month.
3. General Assembly
Article 3.1: Composition
The General Assembly consists of all members of the association. The Administrative Board designates in advance which board member or member will chair the General Assembly. A secretary is also designated to monitor proceedings and take minutes.
Article 3.2: Responsibilities of the General Assembly
In particular, the General Assembly is responsible for:
- Amendment of the statutes;
- The exclusion of members;
- The appointment and dismissal of administrators, auditors and liquidator;
- The determination of auditors' remuneration in cases where remuneration is granted;
- The approval of accounts and budgets;
- The discharge of trustees, auditors and liquidators;
- The voluntary dissolution of the association;
- The possible conversion into a social purpose company;
- The decision on the destination of assets upon dissolution of the association;
- All cases required in the articles of association;
- Deciding to bring an action for damages against any member of the association, any administrator, any auditor, any person authorised to represent the association or any agent appointed by the General Assembly.
Article 3.3: Convocation
A General Meeting shall be called at least once a year, no later than six months after the close of the financial year.
A special General Meeting may be convened when requested in writing by one-fifth of the members.
A special General Meeting may also be convened by the Administrative Board in cases where it deems it necessary.
The General Meeting shall be announced by e-mail at least 15 days before the date. The notice shall state the date, time, place and agenda.
Any proposal signed by at least one-fifth of all members eight days before the meeting must be placed on the agenda of the next General Meeting. The General Assembly may only deliberate on items on the agenda.
A member may be represented by another member by written proxy.
If the convening notice so states, members may participate remotely in the General Assembly. A member who participates remotely in this way is equated with a member who is actually physically present at the General Meeting.
Article 3.4: Deliberation
The General Meeting may take place when half of the members are present or represented, except in cases where the law requires a quorum of the vote such as in the case of amendment of the articles of association, exclusion of a member, dissolution of the association or conversion into a social purpose company.
Decisions shall preferably be taken by consensus, and in case of blockage by a simple majority of votes of the members present or represented, except where the law or these articles of association provide otherwise. In the event of a tied vote, the item in question is carried forward to the next meeting, after appointing two members whose task is to prepare a proposal aimed at achieving consensus.
Article 3.5: Statutes, amendments and dissolutions
The General Meeting can only validly deliberate on amendments to the statutes if these amendments are expressly mentioned in the convocation and if the meeting gathers at least 2/3 of its members, present or represented. However, the amendment concerning the purpose of the organisation can only be adopted by a majority of 4/5 of the members present or represented.
If the quorum is not present or represented at the meeting, a second meeting may be convened which may then validly deliberate regardless of the number of members present or represented and adopt the amendments with the majority referred to in paragraph 2 or paragraph 3. The second meeting cannot be held earlier than 15 days after the first meeting.
Any amendment to the articles of association or decision concerning the dissolution of the association must be filed with the registry of the Commercial Court within one month for publication as an annex to the Belgian Official Gazette. The same applies to any appointment or cessation of activity of an administrator, a person who can represent the association, a delegate for the daily management or a delegate for finance.
Article 3.6: Minutes
The decisions of the General Assembly are recorded in the minutes; these form part of the association's internal file.
Members are informed of General Assembly decisions by sending a copy of the minutes.
4. Administrative Board
Article 4.1: Appointment of the board of directors
The organisation's Administrative Board consists of at least three and not more than five natural persons.
Their term of office is limited to five years and may be renewed twice. Otherwise, the mandate expires through death, resignation or revocation.
The General Meeting appoints the administrators.
No attendance quorum is required.
The appointment is made by a simple majority of the votes cast.
Any member may become a board member of the organisation.
If an administrator’s seat becomes vacant before the end of his mandate, the remaining administrators have the right to co-opt a new administrator. The next general meeting must confirm the mandate of the co-opted administrator; upon confirmation, the co-opted administrator completes the mandate of their predecessor, unless the general meeting decides otherwise. In the absence of confirmation, the co-opted administrator's mandate ends at the end of the general meeting, without prejudice to the regularity of the composition of the governing body up to that time.
The administrators' mandates are unpaid.
Article 4.2: Mandate
The governing body manages the association and represents the association in and out of court and has all powers that are not within the competence of the General Assembly.
The governing body is authorised to perform all acts necessary or useful for the realisation of the purpose of the association, except those acts for which the General Assembly is authorised by law.
The governing body represents the association, including in legal matters.
Article 4.3: Frequency of board meetings
The governing body must be convened when the interest of the Association so requires, or when requested by at least two administrators.
By a unanimous decision of all administrators recorded in writing, decisions may be taken without a meeting.
The administrative board is chaired in rotation by one of the administrators.
Article 4.4: Participation in the Board of Administrators
An administrator may be represented at a meeting of the governing body by up to one other administrator.
Resolutions of the governing body may be passed by unanimous written resolution of all administrators
If the notice of meeting so states, administrators may participate remotely in the governing body. An administrator who remotely participates in the governing body in this manner is assimilated to an administrator who is actually physically present at the governing body.
Article 4.5: Conflict of interest
When the governing body must take a decision or rule on a transaction within its competence, in which a administrator has a direct or indirect interest of a patrimonial nature that conflicts with the interest of the association, the administrator concerned must disclose this to the other administrators before the governing body takes a decision. His declaration and explanation of the nature of this conflicting interest shall be included in the minutes of the meeting of the governing body that has to take the decision. The governing body is not allowed to delegate this decision.
In the association that exceeds more than one of the criteria referred to in Article 3:47, § 2, on the balance sheet date of the last completed financial year, the governing body shall describe in the minutes the nature of the decision or transaction referred to in the first paragraph and its proprietary consequences for the association and shall justify the decision taken. This part of the minutes shall be included in its entirety in the annual report or in the document filed together with the annual accounts. In case the association has appointed a supervisory administrator, the minutes of the meeting shall be communicated to him. In his report referred to in Article 3:74, the statutory auditor shall assess, in a separate section, the property-law consequences for the association of the resolutions of the managing body in respect of which there is a conflict of interest as referred to in paragraph 1.
A administrator with a conflict of interest may not participate in the deliberations of the managing body on these decisions or transactions, nor in the vote in that regard.
If the majority of the administrators present or represented have a conflict of interest, the decision or transaction shall be submitted to the general meeting; if the general meeting approves the decision or transaction, the governing body may implement it.
This regulation does not apply when the decisions of the governing body relate to customary transactions that take place under the conditions and against the collateral usually prevailing in the market for similar transactions.
Article 4.6: Deliberation
For valid deliberations, at least half of the administrators must be present or represented.
Decisions are preferably taken by consensus, and in case of deadlock by simple majority. Each administrator has one vote. In case of a tie vote, the item is carried over to the next board meeting.
For the calculation of the above simple and special majority, abstentions are not counted in either the numerator or the denominator.
Article 4.7: Minutes
The decisions of the governing body are recorded in the minutes; they are part of the association's internal file.
The minutes of the meetings of the governing body are signed by the chairman and the administrators who request them; copies for third parties are signed by one or more representative members of the governing body.
Administrators are informed of decisions by sending a copy of the minutes.
Third parties and/or acceding members are notified of decisions in the manner provided by law.
Article 4.8: End of administrator’s mandate
If the term of the administrator's mandate has expired, the mandate ends by operation of law.
Any administrator may resign from the Association at any time. The resignation shall be made in writing and submitted to the governing body. The resignation takes effect on the date on which the resignation is sent to the governing body.
The administrator who resigns does not have to give notice.
If the resignation endangers the operation of the Association, the resignation of the administrator shall be suspended until a replacement is appointed after a reasonable period of time.
If by voluntary resignation, expiry of term or dismissal, the number of administrators has fallen below the legal minimum, the administrators shall remain in office until their replacement is regularly provided for.
The term of office of a administrator ends by operation of law on the administrator's death.
Article 4.9: General representation clause
The association may be represented in court or before third parties by the signature of one administrator. The administrator concerned shall report in writing to the other board members.
5. Budget and Financial Statements
Article 5.1: Accounting and financial statements
The association's financial year runs from 1 January to 31 December. Exceptionally, the first financial year starts on the day of the association's establishment and will end on 31 December.
The accounts are kept in accordance with all legal provisions.
Every year, and at the latest within six months after the closing date of the financial year, the governing body submits the annual accounts of the previous financial year, as well as the budget for the financial year following the financial year to which these annual accounts relate, to the General Meeting for approval.
After approval of the annual accounts, the General Meeting shall decide by separate vote on the discharge to be granted to the administrators and auditor. This discharge is valid only if the true situation of the association is not concealed by any omission or misstatement in the annual accounts, and, with regard to extrastatutory operations or operations contrary to this Code, if these are specifically indicated in the notice of meeting.
The annual accounts are filed in the association file with the company court, unless it is provided by law that the annual accounts must be filed with the National Bank of Belgium.
Article 5.3: Allocation of the net assets
The allocation of assets is determined by the General Assembly in accordance with the objectives of the Association.
6. In conclusion
The association is subject to the provisions of the Companies and Associations Code for all matters not expressly provided for in these articles of association.