Articles of association VZW WeAreSofie

The undersigned

Antonissen Jasper, Genitsstraat 62, 3670 Oudsbergen, April 19, 1994, Meeuwen-Gruitrode (Belgium)
Voncken Jean Pierre, Daalbroekstraat 19, 3630 Maasmechelen, January 23, 1958, Maasmechelen (Belgium)
Milata Urszula, Daalbroekstraat 19, 3630 Maasmechelen, October 18, 1978, Ryn (Poland)

CHAPTER I. Title, registered office, purpose

 

ARTICLE 1: Name

The name of the association is  "VZW WeAreSofie".

 

ARTICLE 2: Registered office

The registered office is located at Daalbroekstraat 19, 3630 Maasmechelen, located in the Antwerp-Limburg judicial district. The registered office can be changed within the judicial district by simple decision of the board of directors.

 

ARTICLE 3: Purpose
- Helping, assisting, informing and offering people of all social classes a place to relax.
- Provide financial support for medical matters that cannot be worn alone for an indefinite reason.
- Logistical support in the sense of helping people as well as possible with tasks that they can no longer be performed vy themselves.
- Organizing info days, benefits, lectures, testimonials etc.
- In addition, the non-profit organization can undertake all activities that contribute to the realization of these objectives, including profitable activities within

  the limits of what is legally permitted and whose proceeds will be entirely devoted to the achievement of the non-profitable objectives.
- A patient association where patients, family and caregivers are welcome for information and activities.

- Make the information on medicinal cannabis available to the public and weigh as a pressure group on political decision-making.

  In addition, the non-profit organization can undertake all activities that contribute to the realization of these objectives, including profitable activities within

  the limits of what is legally permitted and whose proceeds will be devoted entirely to the realization of the non-profitable objectives.

 

ARTICLE 4: DURATION
The association has been established for an indefinite period.

 

CHAPTER II. Members


ARTICLE 5: THE WORKING MEMBERS.
The association consists of working members and joined members.
The association has at least 3 members. All working members are part of the general meeting. Unless explicitly stated otherwise, these articles of association refer to working members, where "member", "members" or "membership" is stated.

It is up to the general meeting to decide on the acceptance of new members by a simple majority. The interior regulations specify the conditions of this engagement and the method of applying. The acceptance of new members is always the first item on the agenda of the general meeting and the accepted members have the right to vote on all subsequent agenda items immediately after their acceptance.

The founders of the association are the first members.

 

ARTICLE 6: MEMBERSHIP
The amount of the annual contributions of the members is determined by the board of directors. Working members pay a contribution of 50 euros per year. The joined members pay a contribution of 10 euros per year.

 

ARTICLE 7: TERMINATION OF MEMBERSHIP.
A working membership comes to an end:
A) When the member offers his resignation, this must be done in writing to the chairman;

B) When the general meeting decides to exclude the member by a two-thirds majority of the members present;
C) In the event of legal disability;
D) In ​​the event of death.

 

ARTICLE 8: MEMBERS ACCEDED
All members of the association, who are not working members, have the status of members. They are not part of the general meeting. Their rights and duties are determined by the internal regulations.

 

Chapter III: The general meeting


ARTICLE 9: POWERS
The general meeting has the powers listed in Article 4 of the non-profit law:
• the amendment of the articles of association;
• the appointment and removal of directors;
• the discharge to the directors and commissioners;
• the approval of the budget and the bill;
• the dissolution of the association;
• the exclusion of a working member;
• the conversion of the association into a company with a social purpose;

 

ARTICLE 10: MEETING
An extraordinary general meeting can be convened whenever the board of directors deems this necessary or when at least one fifth of the members of the general meeting  request so.

The general meeting meets at least once a year, at the invitation of the chairman or deputy. This general meeting meets on the third Friday of the month of September ..

 

ARTICLE 11: CONVENING
The convocation takes place at least 8 days before the day of the meeting and is sent electronically, unless the member explicitly requests to receive this by post. This invitation contains the date, place and agenda of the meeting. The invitation to the general meeting comes (for example) by ordinary letter or e-mail. This states the date, place and agenda of the general meeting. In addition, the invitation can be hung in the meeting room.

Every proposal signed by 1 / 20th of the members is placed on the agenda.
The general meeting can deliberate on items that are not on the agenda if 2/3 of the members present or represented agree with this. However, the following points must always be mentioned on the agenda:
• The changes to the articles of association;
• The exclusion of a member;
• The dismissal of a director;
• The dissolution of the association.

In addition to the members, all candidate members also receive an invitation to the general meeting.

 

ARTICLE 12: PRESIDENCY
The general meeting is chaired by the chairman of the board of directors and, in the event of the chairman being unable to attend, by the director who has been affiliated for the longest period.

ARTICLE 13: PROXES
Any member who cannot be present at the general meeting can be represented by another member. A present member can only represent one absent member. The modalities for granting the power of attorney are regulated in the interior regulations.

ARTICLE 14: VOTING
The general meeting is validly composed regardless the number of members present or represented. Decisions are taken by a simple majority of votes, unless the non-profit law or the articles of association explicitly require otherwise. This is how:
• An amendment to the articles of association can only be approved if two thirds of the members are present or represented and two thirds of these present or represented members agree. If this number is not achieved, a second meeting may validly decide to amend the articles of association regardless the number of members present and represented, if two thirds of the members present and represented agree to this. This meeting cannot take place within the first fifteen days following the first general meeting;
• Decisions are only taken to exclude a member if two thirds of the members present and represented agree to this;
• The purpose of the association can only be changed if two thirds of the members are present or represented and four fifths of these present or represented members agree;

In strike of votes, the chairman's vote is decisive. For the calculation of the ordinary and special majorities mentioned above, abstentions and invalid votes are taken into account.

 

ARTICLE 15: PRESENCE OF THIRD PARTIES.
Joined members may attend the general meeting as observers and may address the meeting with the permission of the chairman. External parties can be invited as observers by the board of directors to the general meeting if this is in the interest of the association.

 

ARTICLE 16: MINUTES
The decisions of the general meeting are recorded in minutes that are signed by the chairman and the secretary. These minutes are available for inspection at the registered office of the association. The announcement of the decisions will be determined in the internal regulations. An extract from the minutes of the general meeting can be provided by the board of directors to any third party who demonstrates that he has an interest in it.

 

CHAPTER IV: The Administrative Board

ARTICLE 17: MANDATE
The board of directors has all powers that are not legally or statutorily assigned to another body of the association. He can delegate certain of these powers.
The board of directors is responsible for, among other things, setting up working groups and advisory councils, drafting and changing the house rules, accepting donations, determining the annual contribution of the members who have joined, taking out mortgage loans, issuing bonds and the filing of legal claims.

The directors cannot take decisions that are related to the purchase or sale of immovable property of the non-profit organization and / or the establishment of a mortgage without the approval of the general meeting.

 

ARTICLE 18: COMPOSITION
The board of directors consists of at least 3 members. There will always be at least one director less than the number of members.

 

ARTICLE 19: FUNCTIONS
The board of directors elects a chairman, a vice-chairman, a secretary and a treasurer from among its members. The board of directors is chaired by the chairman or, if he is absent, the vice-chairman. If the chairman and vice-chairman are unable to attend, the position is taken by the oldest director present.

 

ARTICLE 20: TERMINATION OF THE MANDATE
The mandate of director ends:
• If the director submits his resignation, this must be done in writing to the chairman and the resignation must then be ratified by the next general meeting;
• When a director is dismissed by the general meeting, who decides on this with a simple majority;
• At the end of the period;
• In the event of legal disability.
• Upon death.
If, due to voluntary dismissal, expiry of the term or dismissal by the general meeting, the number of directors falls below the statutory or statutory minimum, the director remains in office until his replacement is provided for.

 

ARTICLE 21: CONVENING
The convocation takes place at least 8 days before the day of the meeting and is sent electronically, unless the member explicitly requests to receive this by post. This invitation contains the date, place and agenda of the meeting.


ARTICLE 22: DELIVERY
The board of directors can only deliberate validly if at least half of the directors are present. Decisions are taken by simple majority. In the event of a strike, the chairman's vote is decisive. Abstentions are not counted in the calculation of the result.

 

ARTICLE 23: MINUTES
The decisions of the board of directors are recorded in minutes that are signed by the chairman and the secretary. These minutes are available for inspection by members at the registered office of the association.

 

ARTICLE 24: REPRESENTATION
In legal proceedings, the association is represented by a director appointed by the board of directors. In the case of extrajudicial actions, the association is validly represented by the signature of the chairman or another director or an authorized representative who does not have to belong to the board of directors.

 

CHAPTER V: Dissolution


ARTICLE 25: DESTINATION OF THE ACTIVE
In the event of dissolution, the net remaining asset is transferred to an association designated by the general meeting, which pursues a similar purpose.

 

ARTICLE 26: INDICATION OF SETTLEMENTS
In the event of voluntary dissolution, the general meeting appoints one or two liquidators and determines their powers.

 

CHAPTER VI: Various provisions

 

ARTICLE 27: FINANCIAL YEAR
Each year, the board of directors submits the annual accounts and budget for approval to the general meeting, which thereby relieves the directors. The financial year runs from January 1 to December 31 of the same year. In deviation from this, the first financial year starts on the date of signing this agreement and ends on December 31.

 

ARTICLE 28: FINAL PROVISION
For all that is not provided for in these articles of association, reference is made to the law of 27 June 1921, amended by the law of 2 May 2002, the law of 16 January 2003 and any subsequent amendments

At the same meeting of 13 January 2019, it was decided to appoint the following persons as the first directors of VZW Sofie:

Chairman :

Antonissen Jasper, Genitsstraat 62, 3670 Oudsbergen, April 19, 1994, Meeuwen-Gruitrode (Belgium)

The Secretary :

Voncken Jean Pierre, Daalbroekstraat 19, 3630 Maasmechelen, January 23, 1958, Maasmechelen (Belgium)

The treasurer:
Milata Urszula, Daalbroekstraat 19, 3630 Maasmechelen, October 18, 1978, Ryn (Poland)