Article 1 - Name

A non-profit association is hereby incorporated under the laws of Belgium. Its name is "European Liberal Forum" in English and "Forum Libéral Européen" in French, abbreviated as "liberalforum.eu" in English and "forumliberal.eu" in French, hereinafter referred to as the "Association". Both the full and the abbreviated names may be used indistinguishably.

All acts, invoices, announcements, publicity, letters, orders and other documents issued by the Association, shall indicate the full name or the abbreviated name of the Association preceded or followed by the words "vereniging zonder winstoogmerk" or "association sans but lucrative" or the abbreviation "VZW" or "ASBL", as well as the indication of the registered office of the Association.

The Association is governed by the Belgian Act of 27 June 1921, as amended by the Act of 2 May 2002, (the "Act").

Article 2 - Registered office

Article 3 - Purpose and objectives

The Association has as a non-profit purpose to bring together national political foundations and think-tanks in the European Union who, within the framework of liberal, democratic and reformist ideals, wish to contribute to the European Union.

To achieve this purpose, the Association will:

The Association may carry out all operations and conduct all activities, both in Belgium and abroad, which directly or indirectly increase or promote its purpose and objectives.

Article 4 - Term

The Association is incorporated for an unlimited period of time.

Article 5 - Criteria for membership, categories of Members and rights and obligations of Members

Membership of the Association is open to those national political foundations, associations, think tanks and leading liberal personalities that promote liberal, democrat and reform ideals and values and accept these Articles of Association, the Internal Regulations of the Association, the policy programmes of the Association and adhere to the Stuttgart Declaration of the ELDR Party, aisbl. As an exception to the foregoing, full membership is automatically granted to the President of the ELDR Party, aisbl, and the signers of the founding act.

The Association shall consist of full and affiliate Members, natural persons or legal entities lawfully established in accordance with the laws and customs of their country of origin. The Association shall be composed of at least three full Members.

If a candidate member does not dispose of a legal status in accordance with the laws and the customs of its country of origin, it shall, in its written application for membership, appoint a natural person, who will act on behalf and for the account of all the members of such candidate member, in his/her capacity of common attorney-in-fact.

Full Members shall pay a membership fee. The fee shall be 250 EUR corresponding to one delegate, the fee of 2500 EUR for three delegates and a fee of 5000 EUR for five delegates, with the exception of the President of the ELDR Party, aisbl, and the signers of the founding act.. The General Assembly shall determine the fee, which are to be no less than 250 EUR and not to exceed 5.000 EUR.

Full Members shall have the right to participate in the General Assembly, to express their opinions and to vote.

Affiliate Members shall not pay a membership fee. They have the right to take part in the meetings of the General Assembly and to voice their opinion. They do not have the right to vote.

Article 6 - Register of members

A register containing an up-to-date list of all Members of the Association will be held at the registered office.
All Members may have access to the register at the registered office of the Association.

Article 7 - Admission of members

Foundations, associations and think tanks can apply for membership if they are proposed by two other Members of the Association.

Any application for membership shall be sent to the Board of Directors with all necessary documentation evidencing that the applicant fulfils the membership requirements. The Board of Directors shall submit the application, its preliminary report and its opinion to the General Assembly, which will examine whether or not the application meets the membership requirements. The General Assembly shall take its decision with a majority of two-thirds of the votes cast. The decision of the General Assembly to admit or not the applicant shall be final and the General Assembly shall be under no obligation to justify its decision.

The General Assembly, upon proposal of the Board of Directors, can decide to invite leading liberal personalities, to be appointed as affiliate Members. Likewise the General Assembly invites one representative of the Parliamentary Group of the ELDR Party as an affiliate member.

Article 8 - Resignation and expulsion of members

Any member may resign from the Association at any time by giving three months notice by registered letter addressed to the President. The resignation shall only come into force at the end of the financial year.

A resigning member will remain liable for its financial obligations vis-à-vis the Association until the end of the financial year during which its resignation took place.

If a member fails to meet its financial obligations after a notice sent by the President to settle its debts within a period of three months, the voting right of the full member will be suspended as from the end of the three months period.

If a member fails to meet its financial obligations for two consecutive financial years, it will be considered as having resigned from the first day of the following financial year.

Any member may be expelled for any of the following reasons:

The General Assembly decides expulsion of Members with a majority of two-thirds of the votes cast. The member will be informed by registered mail of the expulsion proposal. The letter sets forth the grounds on which the proposed expulsion is based. The member has the right to notify its remarks in writing to the President, within 15 calendar days subsequent to the receipt of the letter. Upon its prior written request, the member involved shall be heard.

The expulsion decision sets forth the grounds on which the expulsion is based but apart from that, the decision does not need to be justified. The President sends a copy of the decision to the expelled member by registered letter, within 15 calendar days. The expulsion shall come into force immediately but the expelled member shall remain liable for its financial obligations vis-à-vis the Association until the end of the financial year.

A member who has resigned or been expelled shall have no claim against the assets of the Association.

Article 9 - The Bodies of the Association

The bodies of the Association are:

Article 10 - Composition and powers

The General Assembly shall consist of all members.

In accordance with the Internal Regulations, and upon prior invitation, individuals and third parties may be granted the right to take part in a meeting of the General Assembly. They may voice their opinion but do not have the right to vote.

The decisions taken by the General Assembly shall be binding on all members, including those absent or dissenting.

The following powers are restrictively reserved to the General Assembly:

Article 11 - Notices and meetings

The Board of Directors convenes the General Assembly. The General Assembly shall meet twice per calendar year. The first General Assembly shall be held in spring, the second in autumn. The latter shall be referred to as the "regular annual meeting".

The Board of Directors or at least a third of the full Members may convene extraordinary meetings of the General Assembly.

The notice is sent by mail, facsimile, email or any other written or electronic means. For the rest, the rules related to the agenda, timetable and conduct of the meetings of the General Assembly will be laid down in the Internal Regulations.

Article 12 - Representation

Article 13 - Proceedings, quorums and votes

The delegates shall sign an attendance list of Members prior to the meeting, under the name of the member they represent.

The General Assembly may validly proceed if at least one third of the full Members are present or represented. Where this quorum is not reached, a new meeting of the General Assembly shall be called no earlier than 15 calendar days after the first meeting. The second meeting of the General Assembly shall be entitled to validly take decisions, irrespective of the number of full Members present or represented.

The General Assembly may validly decide to change the Articles of the Association if at least two-thirds of the full Members are present or represented. If this quorum is not met, another General Assembly shall be convened no earlier than 15 calendar days after the first meeting. At the second meeting, the General Assembly may validly take decisions regardless of the number of full Members present or represented.

Votes shall be cast by a show of hands, unless one-third of the Members present or represented requests, before the vote begins, that a secret ballot vote be held.

The decisions of the General Assembly, including elections and dismissals of Members of the Board of Directors, shall be taken with a simple majority of the votes cast except in cases where it is decided otherwise by law or the Articles of the Association.

Specifically for changes to the Articles of the Association, a two-thirds majority of the votes shall be required, and for changes to the purpose of the Association, a four-fifths shall be required.

Abstentions and blank or invalid votes shall not be taken into account when counting the votes. In the case of a tie vote, the decision will be rejected.

Article 14 - Minutes

The decisions of the General Assembly are recorded in minutes. The minutes are approved during the next meeting of the General Assembly and signed by the chair of the approving General Assembly.

The minutes are kept in a register, at the Members' disposal at the registered office of the Association. A copy of the minutes is also sent out to all Members.

The minutes of the General Assembly may also be published in full or in part.

Article 15 - Composition and powers

The Board of Directors consists of three members: the President, a Vice-President and a Treasurer. They are elected by the General Assembly for a two-year period.

The mandate of the board members is renewable once.

In accordance with the rules laid down in the Internal Regulations, third parties may be invited to take part in a meeting of the Board of Directors, as observers. Observers may voice their opinion but do not have the right to vote. The Executive Director of the Association and the Secretary General of the ELDR Party, aisbl, are ex-officio members, non-voting, of the Board of Directors.

Unless it is decided otherwise by the General Assembly, the term shall be effective immediately and shall end at the end of the second "regular annual meeting" that is held after the one at which the election was held or the term was renewed.

The function of member of the Board of Directors is not remunerated. Reasonable expenses supported by appropriate documentary evidence will be reimbursed.

The Board of Directors shall be vested with the power to undertake any act necessary or useful to achieve the purpose and objectives of the Association, except for those powers that the Act or these Articles of Association reserve to the General Assembly.

The Board of Directors may delegate, under its responsibility, part of its powers for particular or specific purposes to an attorney-in-fact.

The Board of Directors may set up advisory and working groups for any purpose it thinks fit. The composition, terms of reference and the rules of procedure of such advisory and working groups will be laid down in the Internal Regulations.

Article 16 - Vacancy before term

In the event that a vacancy occurs, a new member of the Board of Directors can be appointed by the Board of Directors, in accordance with the provisions laid down in Article 18.

The term of office of the replacing member of the Board of Directors shall expire at the same time as the term of the replaced member of the Board of Directors. The appointment shall be ratified at the next meeting of the General Assembly.

Article 17 - Notices and meetings

The Board of Directors shall meet at least two times a year.

Meetings of the Board of Directors shall be called by the President or by two members of the Board of Directors.

The meetings of the Board of Directors shall be chaired by the President or, in his absence, by the Vice-President.

The notice calling the meeting shall contain the place, date, time, agenda and, as the case may be, working documents. It must be sent to all members of the Board of Directors by letter, facsimile or e-mail or any other written or electronic means, at least eight calendar days prior to the date of the meeting.

Article 18 - Proceedings, quorums and votes

Decisions shall be valid when at least half of the members of the Board of Directors are present. Where this quorum is not reached, a new meeting of the Board of Directors shall be called no earlier than eight calendar days after the first meeting. The second meeting of the Board of Directors shall be entitled to take valid decisions irrespective of the number of members of the Board of Directors present.

The Board of Directors may only deliberate on the matters set out in the agenda, unless all members of the Board of Directors are present and decide unanimously to discuss other matters.

Each member of the Board of Directors will have one vote. A member of the Board of Directors may not grant a power-of-attorney to another member of the Board of Directors.

Votes are held by a show of hands, unless one-third of the Members present or represented request, before the vote begins, that a secret ballot vote be held.

The decisions of the Board of Directors shall be taken with a simple majority of the votes cast. Abstentions and blank or invalid votes shall not be counted in the votes cast. In the case of a tie vote, the chair of the meeting shall have a casting vote.

Decisions may also be taken by conference call or videoconference. Decisions taken by conference call or video conference are deemed to take place at the registered office of the Association and are deemed to come into force on the date of the meeting.

Article 19 - Minutes

Decisions taken by the Board of Directors shall be recorded in minutes. The minutes are approved during the next meeting of the Board of Directors and signed by the chair of the next approving meeting.

The minutes are kept in a register, at the disposal of the members of the Board of Directors at the registered office of the Association. A copy of the minutes is also sent out to all members of the Board of Directors.

Article 20 - The Executive Director

The General Assembly shall delegate the daily management of the Association to the Executive Director upon proposal of the Board of Directors. The Board of Directors defines the scope and financial limitations of the daily management powers of the Executive Director. The Treasurer will take a particular role with the Executive Director in administration and personnel management of the Association.

The term of office of the Executive Director shall be for a maximum period of three years, renewable.

The Executive Director shall be remunerated, according to decision of the Board of Directors. Reasonable expenses supported by appropriate documentary evidence will also be reimbursed.

The Executive Director may delegate a part of his/her powers for particular or specific purposes to a third party, under his/her responsibility.

Article 21

The Association shall be validly represented with respect to all acts, including court proceedings, by either the President or any two members of the Board of Directors acting jointly, who shall not be obliged to offer proof to third parties of a prior decision of the Board of Directors.

The Executive Director shall individually represent the Association with respect to all acts of daily management, including court proceedings, and shall not be obliged to offer proof to third parties of a prior decision of the Board of Directors.

The Association is also validly represented by an attorney-in-fact, within the limits of his power-of-attorney.

Article 22

The audit of the financial situation, the annual accounts and the verification that the transactions set out in the annual accounts comply with the Act and the Articles of Association as well as the financial rules of the European Parliament, shall be entrusted to one or several auditors appointed by the General Assembly chosen among the members of the Institute of Auditors (Institut des Réviseurs d'Entreprises/ Instituut der bedrijfsrevisoren).

Article 23

The General Assembly shall adopt and may amend the Internal Regulations of the Association. The Internal Regulations regulate the functioning of the Association and its bodies in general and may not conflict with the Articles of Association.

Article 24

The financial year shall coincide with the calendar year.

Article 25

The Board of Directors shall prepare the annual accounts at the end of each financial year. The Treasurer, on behalf of the Board of Directors, shall also issue an annual report justifying the management of the Association. This annual report shall include comments on the annual accounts for the purpose of presenting the evolution of the Association and the Association's activities.

The annual report and the auditor's report shall be presented to the General Assembly for approval, together with the draft annual accounts.

Article 26

The Association shall secure its financing by:

The membership fees must be paid before the 1st April of each year.

Article 27

The Members of the Association, the members of the Board of Directors and the persons entrusted with the daily management of the Association will not be personally liable for the obligations of the Association.

The liability of members of the Board of Directors or persons entrusted with daily management is limited to the proper performance of their mandate.

Article 28

Any proposal to amend these Articles of Association or to dissolve the Association shall only be valid if proposed by the Board of Directors or one third of the members.

The proposed amendments to the Articles of Association must be attached to the notice calling the meeting of the General Assembly.

An attendance quorum of at least two-thirds of the Members, whether they are present or represented, is required for decisions regarding amendments to the Articles of Association or the dissolution of the Association. Where this quorum is not reached, a new meeting of the General Assembly shall be called no earlier than 15 calendar days after the first meeting. The second meeting of the General Assembly shall be entitled to take valid decisions irrespective of the number of full Members present or represented.

Decisions regarding amendments to the Articles of Association shall be taken with a majority of two-thirds of the votes of the Members present or represented, Blank or invalid votes shall be considered negative votes.

Any decision relating to the amendments to the Articles of Association shall be submitted to the Ministry of Justice and published in the Annexes to the Belgian Official Gazette.

Decisions pertaining to the purpose of the association or to its dissolution shall be taken with a majority of four-fifth of the votes of the Members present or represented. Blank or invalid votes shall be considered negative votes.

In the event that the Association is dissolved, the General Assembly shall decide by a simple majority of the votes cast on (i) the appointment, powers and remuneration of the liquidators, (ii) the methods and procedures for the liquidation of the Association and (iii) the destination to be given to the net assets of the Association. The net assets of the Association will have to be allocated to a non-profit purpose.

Article 29

These Articles of Association shall be written in French and English. The French version is the official version of the Articles of Association and shall take precedence.

English shall be the working language of the Association.

Article 30

Anything not provided for in these Articles of Association will be regulated by the Act.