TITLE I: NAME – REGISTERED OFFICE – DURATION
Art. 1 – The name of the association is “Zinneke Endurance Sports Team”, abbreviated to “ZEST”.
All deeds, invoices, announcements, publications and other documents issued by the association mention the name of the association, preceded or followed by the words “non-profit association” or the acronym “ASBL”, as well as the address of the association’s registered office, the company number, the account number and the bank established in Belgium
Its official website is www.zest-club.be. The official contact address is *see contact form*.
Art. 2 – Its registered office is in the Brussels Region.
It may be moved, by decision of the Board of Directors, to another location in the same Region.
Art. 3 – The association is established for an unlimited period.
TITLE II: PURPOSE – OBJECT
Art. 4 – The association’s disinterested social purpose is to promote and teach swimming, cycling and/or running in general and triathlon, duathlon, triathlon-related disciplines and duathlon and any sport combined with one or more triathlon disciplines.
Art. 5 – The purpose of the association is :
1) organisation and leadership
a) activities and training linked to the above-mentioned sports;
b) events related to triathlons, duathlons and other sports combined with one or more triathlon disciplines;
c) activities, courses, training, courses, competitions, sports and social sports coaching;
2) working with various partners to fulfil its missions.
It may carry out all acts relating directly or indirectly to its objects. It may provide assistance and take an interest in any activity similar to its object.
TITLE III: MEMBERS
Section 1: Admission
Art. 6 – The Association is made up of full members only.
The number of members may not be less than three.
Art. 7 – Members are :
- the parties to this deed ;
- all those who take part in the association’s activities, having fulfilled the membership obligations imposed by the Board of Directors;
- the coaches providing the training.
Section 2: Resignation, exclusion, suspension
Art. 8 – Members are free to withdraw from the Association at any time by sending their resignation in writing to the Association.
Any member who fails to pay his or her membership fee within one month of receiving a reminder by ordinary letter or e-mail shall be deemed to have resigned.
A member may be proposed for expulsion by the Board of Directors if he or she has been guilty of an infringement of the Articles of Association or the Internal Rules, or if he or she has behaved in a way that is detrimental to the association by breaching the laws of honour and propriety.
The exclusion of a member shall be decided by the General Meeting by secret ballot and by a 2/3 majority of the members present or validly represented, provided that 2/3 of the members are present or represented.
Pending the General Meeting’s decision on the exclusion of a member, the Board of Directors may suspend that member.
The suspension of a member may be decided by the Board of Directors by a 2/3 majority of the votes of the members of the Board of Directors present, provided that at least 2/3 of the directors are present or represented.
The member whose suspension is being considered will be heard by the Board of Directors before it takes a decision; the member may be assisted by counsel of his or her choice.
Except in respect of his statutory rights, during the period of temporary suspension ordered by the Board of Directors, the member’s rights are suspended.
The member proposed for exclusion shall be invited to present his or her explanations before the General Meeting before it takes its decision. The member may, if he or she so wishes, be assisted by counsel of his or her choice.
A member shall be notified of any exclusion sanction by registered letter. Reasons shall be given for the sanction.
Art. 9 – A member who resigns, is sanctioned, suspended or expelled, as well as the heirs or successors of a deceased member, have no claim on the social fund.
They may not claim or request any statement, rendering of accounts, affixing of seals or inventory.
Section 3: Register of members
Art. 10 – The Board of Directors keeps a register of members in accordance with the Companies and Associations Code.
TITLE IV: FEE
Art. 11 – Members pay an annual fee. The amount of this fee is set annually by the Board of Directors. The membership fee may not exceed 500 euros.
TITLE V: GENERAL MEETING
Art. 12 – The General Meeting is made up of all members.
Art. 13 – The General Meeting has the powers expressly granted to it by law or by these Articles of Association.
In particular, it is responsible for
1) amendments to the Articles of Association ;
2) the appointment and dismissal of directors;
3) approving the budgets and accounts and granting discharge to the directors;
4) exclusion of members ;
5) conversion of the association into an AISBL or an approved cooperative society;
6) the dissolution of the Association.
Art. 14 – At least one General Meeting must be held each year, during the first half of the year following the end of the financial year.
An Extraordinary General Meeting of the Association may be called at any time by decision of the Board of Directors or at the request of at least one fifth of the full members. In the latter case, the Extraordinary General Meeting must be convened in accordance with the legal requirements.
Each meeting will be held on the day, at the time and place specified in the notice of meeting.
All members must be invited to attend.
In compliance with the provisions of the Companies and Associations Code, the Board of Directors may provide for the possibility of members participating remotely in the General Meeting by videoconference.
Art. 15 – The General Meeting is convened by the Board of Directors by e-mail sent at least fifteen days before the meeting and signed by the Chairman or Secretary on behalf of the Board of Directors.
The agenda is stated in the notice convening the meeting. Any proposal signed by one-twentieth of the members must be included on the agenda.
Except in the cases provided for in Book 9 of the Companies and Associations Code, the Meeting may also validly deliberate on items not mentioned on the agenda.
Art. 16 – Each member has one vote. They may be represented by another member by means of a written proxy. Each member may hold only one proxy.
Art. 17 – The General Meeting is chaired by the Chairman of the Board of Directors or, failing that, by the Vice-Chairman or, failing that, by the longest-serving director on the Board of Directors.
Art. 18 – The General Meeting is quorate regardless of the number of members present or represented.
Resolutions are passed by a simple majority of the votes present or represented, except in the cases provided for by law or these Articles of Association.
In the event of a tie, the Chairman or the director replacing him/her has the casting vote.
Abstentions, blank and spoilt votes are not taken into account when calculating the majority.
In accordance with the provisions of the Companies and Associations Code, the General Meeting may take decisions that fall within its powers in writing. These decisions must be taken unanimously by the members and may under no circumstances concern amendments to the Articles of Association. If the General Meeting opts for this procedure, the formalities for convening the meeting need not be completed.
Art. 19 – The General Meeting may only validly deliberate on the dissolution of the association, the amendment of the Articles of Association or the conversion into an AISBL or an approved cooperative society in accordance with the provisions of the Companies and Associations Code.
Art. 20 – The decisions of the General Meeting are recorded in a minute book and signed by the Chairman and any directors who so wish. Members may request information about themselves from the Board of Directors
All amendments to the Articles of Association are filed with the Registrar within 30 days of their adoption and published in extracts in the Annexes to the Moniteur belge. The same applies to all acts relating to the appointment or termination of office of the directors who make up the Board of Directors.
TITLE VI: BOARD OF DIRECTORS
Art. 21 – The Association is managed by a Board of Directors.
The Board of Directors is made up of a minimum of three and a maximum of nine people, appointed by the General Meeting from among the members for a renewable term of two years, and may be dismissed by the General Meeting at any time.
Any director is free to resign from the Association by sending a written resignation to the Board.
Directors may only be dismissed by the General Meeting by a simple majority of the votes of the members present or represented.
The terms of office of male and female directors also end on death.
Outgoing directors are eligible for re-election.
Art. 22 – In the event of a vacancy occurring during a term of office, a provisional administrator may be co-opted by the Board of Directors. The decision to co-opt must be ratified by the next General Meeting. The co-opted director completes the term of office of the director he or she replaces.
Art. 23 – The Board of Directors appoints from among its members a Chairman, a Vice-Chairman, a Treasurer and a Secretary.
If the Chairman is unable to act, his or her duties shall be performed by the Vice-Chairman, the Secretary or the longest-serving director present.
Art. 24 – The Board of Directors meets when convened by a notice sent to all the directors. The Board is convened by the Chairman or the Secretary. It forms a college and can only take decisions if the majority of its members are present or represented. Each member of the Board has one vote. They may be represented by another member of the Board of Directors by means of a written proxy. Each member of the Board may hold only one proxy.
Decisions of the Board of Directors are taken by a simple majority of the votes present or represented; in the event of a tie, the Chairman or his alternate has the casting vote. Abstentions, blank and spoilt votes are not taken into account in calculating the majority. Votes are recorded in the form of minutes, signed by the Chairman and all directors who so wish, and entered in a special register.
The directors may take decisions in writing, provided they are unanimous, when the Board of Directors is unable to meet.
In accordance with the provisions of the Companies and Associations Code, meetings of the Board of Directors may be held by videoconference.
Art. 25 – The Board of Directors has the broadest powers for the administration and management of the association. All powers not expressly reserved by law or by these Articles of Association to the General Meeting shall be vested in the Board of Directors.
Art. 26 – The Board of Directors may delegate the day-to-day management of the association, with the use of the signature relating to such management, to one or more persons chosen from within or outside the Board of Directors. Day-to-day management includes both acts and decisions which do not exceed the needs of the day-to-day life of the Association and acts and decisions which, either because of the minor interest they represent or because of their urgent nature, do not justify the intervention of the Board of Directors.
At each meeting of the Board of Directors, minutes of the decisions taken will be drawn up by the person(s) delegated with day-to-day management.
Acts relating to the appointment or termination of the duties of persons delegated to the day-to-day management are filed with the registry within 30 days of adoption for publication in the Moniteur belge.
Art. 27 – The persons authorised to represent the Association act jointly in pairs. They are chosen by the Board of Directors from among its members or even from outside. These persons shall not be required to justify their powers to third parties.
The Association is also represented by any other person acting within the limits of the powers delegated by or by virtue of a decision of the Board of Directors.
Deeds relating to the appointment or termination of office of persons authorised to represent the association are filed with the registry within 30 days of adoption and published in extracts in the Annexes to the Moniteur belge.
Art. 28 – The directors, the persons delegated with the day-to-day management and the persons authorised to represent the Association do not, by virtue of their office, enter into any personal obligation and are only liable for the performance of their mandate. This mandate is exercised free of charge. Consequently, they fall within the scope of article 3 § 2 of the law of 3 July 2005 on the rights of volunteers and, as such, may benefit from the reimbursements authorised by the said law.
Art. 29 – The Secretary, or in his or her absence, the President, is authorised to accept, on a provisional or definitive basis, gifts made to the Association and to carry out all the formalities necessary for their acquisition.
Art. 30 – When the Board of Directors is called upon to take a decision or to decide on a transaction falling within its remit in respect of which a director has a direct or indirect interest of a proprietary nature which is opposed to the interests of the Association, that director must inform the other directors before the Board of Directors takes a decision. The director’s declaration and explanation of the nature of the conflicting interest must be included in the minutes of the meeting of the Board of Directors at which the decision is taken. A director who has a conflict of interest as referred to in paragraph 1 may not take part in the deliberations of the Board of Directors concerning such decisions or transactions, nor may he or she vote on the matter. If the majority of the directors present or represented have a conflict of interest, the decision or transaction is submitted to the General Meeting; if the decision or transaction is approved by the General Meeting, the Board of Directors may implement it.
TITLE VII: THE FIGHT AGAINST DOPING AND ATHLETES’ SAFETY
Art. 31 – Circles and licence-holders, including one-day licence-holders, acknowledge by their membership of the association, that they are fully aware of the decree of the French Community? of 14 July 2021 relating to the fight against doping and its prevention and that they have read and accept the association’s anti-doping regulations and the rules of procedure of the Interfederal Disciplinary Commission on Doping (CIDD), the association’s disciplinary body for violations of anti-doping rules.
Art. 32 – The association informs all its members, as well as the parents or guardians of its members and, where applicable, their legal representatives :
1) An explanatory and educational document on good sporting practice in their discipline, as well as on the real nature and harmful consequences of the use of the substances and means referred to in 2) ;
2) Each time it is updated, the list of substances and methods banned under current legislation in the French Community.
3) Specific anti-doping regulations, specifying the applicable procedure and scale of penalties in the event of a breach of these regulations.
TITLE VIII: MISCELLANEOUS PROVISIONS
Art. 33 – In addition to the Articles of Association, the Board of Directors may draw up internal rules. Amendments to these rules may be made by a decision of the Board of Directors, acting by a simple majority.
Art. 34 – The financial year begins on 1 January and ends on 31 December.
Art. 35 – The accounts for the previous financial year and the budget for the following financial year shall be submitted annually to the Ordinary General Meeting for approval. They shall be kept and, where applicable, published in accordance with the Companies and Associations Code.
Art. 36 – In the event of the dissolution of the Association, the General Meeting appoints one or more liquidators, determines their powers and indicates the use to be made of the net assets of the Association.
This allocation must be made for a disinterested purpose.
All decisions relating to the dissolution, the conditions of the liquidation, the appointment and termination of the liquidator(s), the closure of the liquidation and the allocation of the net assets shall be filed with the Clerk of the Court within 30 days of adoption and published in the Annexes to the Moniteur belge as set out in the Companies and Associations Code.
Art. 37 – All matters not expressly provided for in these Articles of Association are governed by the provisions of the Companies and Associations Code.