Name and registered office
Article 1. The association is named « Association internationale des organismes de contrôle et certification en agriculture biologique» abbreviated by « CertiBioNet ».
The association is ruled by the provisions of title III of the Law of 27th June 1921 ruling non -profit-making organizations, international non-profit-making organizations and foundations.
Article 2. The registered office of the association is established avenue Isidore Geyskens 50 at 1160 Brussels.
Article 3. The registered office may be transferred to any place in Belgium after an ordinary decision of the Board of Directors which should be published in the annexes to the Moniteur Belge within one month.
Article 4. The purpose of the association is non-profit and mainly scientific :
The purpose of the association is to develop and improve the quality of the inspection and certification systems of organic products and by gathering organic inspection and certification bodies all over the world.
The purpose of the association may mainly be achieved by :
- Gathering the organic inspection and certification bodies all over the world being involved in the development, the evaluation and the improvement of organic inspection systems.
- Improving the inspection and certification systems of organic products through participation to the implementation of research programs on the organic inspection and certification systems.
- Facilitating the cooperation between its members by accelerating the development and the harmonization of the inspection and certification systems for products issued of the organic farming.
- Defending a common ethical charter, a deontological code of the organic inspection and certification bodies.
Article 5. If need be, and without any prejudice to the main purpose, the association may :
- Represent the inspection bodies being a member with the organic international institutions, groups and organizations.
- Sharing common services.
- Supporting the creation of new local organic inspection and certification bodies in accordance with the ethical charter.
- Communicating, popularizing and participating in promotion programs, including registering, managing and promoting a common trade mark.
Article 6. The associationis non profit-making. The financial means resulting from its activities or any other means are all exclusively assigned to its purpose.
Article 7. The association's number of members is not limited.
- The association is consisting of effective, associated and adherent members.
- The effective members are individuals who are active in the organic inspection and certification and who support the ethical charter. Maximum 50% of the effective members may have the same nationality. The effective members are admitted as such by a majority of two thirds of the members present at the general meeting after being recommended by the admission committee.
- The associated members are organizations which are legally constituted according to the laws and customs of their countries of origin, organic inspection and certification bodies and adhering to the ethical charter. The associated members are admitted as such by a majority of two thirds of the members present at the general meeting after being recommended by the admission committee.
- The adherent members are individuals or organizations who are legally constituted according to the laws and customs of their countries of origin, interested in the improvement of organic inspection and certification systems. The adherent members are admitted as such by the board of directors. The adherent members are regularly informed about the activities of the association regarding research and development of the organic inspection and certification systems.
- The admission criteria and procedures are specified in the internal rules by the general meeting after proposal of the admission committee.
- Any member of the Organization is free to withdraw by sending a letter of resignation to the secretary-general.
- The exclusion or suspension of an effective or associated member can only be pronounced by the general meeting, by a majority of two thirds of the voices and after the involved member has been allowed to defend himself.
- The exclusion or suspension of a adherent member may be pronounced by the selection committee and this after the involved member has been allowed to defend himself.
Article 9. The effective, associated and adherent members pay an annual subscription the amount of which is set by the board of directors for each category of members.
Article 10. The subscription will in no case be paid back.
Article 11. The general meeting is consisting of all effective members of the association who paid their subscription.
Article 12. The associated members are invited as observers at the general meeting.
Article 13 The general meeting exercises all powers linked to the carrying out of the association's purpose. Its powers are as follows :
- the general policy of the association;
- the approval and the amendment of the articles of association;
- the approval and amendment of the ethical charter;
- the approval and amendment of the internal rules;
- the appointment and dismissal of the members of the board of directors;
- the setting up of committees, the definition of their mission and their powers, the appointment and dismissal of their members;
- the approval of the activity report;
- the approval of the accounts, balance sheet and budget;
- the dissolution of the association.
Article 14. The general meeting is presided by the chairman of the board of directors.
Article 15.There shall be a general meeting at least once a year at a date and place decided upon by the board of directors.The association may at any moment be called together for a general meeting by the board of directors. This board should convene a general meeting when one third of its members request it. Each meeting shall be held at the day, hour and place mentioned in the notification to attend.
The general meeting is convened by an ordinary letter addressed to all members at least thirty days before the meeting. The agenda is mentioned in the notification to attend.
Article 16. The general meeting first deliberates upon the agenda which it decided on at the beginning of the meeting and then considers the questions raised during the meeting.
However proposals to amend the articles of association which were not mentioned in the notification to attend cannot be deliberated on. The members who are prevented from coming to the meeting may be represented by other members. Each member present at the meeting may have at the very maximum three proxies. All effective members present or represented have an equal voting right, each one having one vote.
Unless in cases where the Law or the articles of association decide otherwise the general meeting is validly composed whatever the number of its effective members present or represented and the decisions are taken by ordinary majority of the votes. The Board of Directors sents to all members a report taking up the resolutions of the General Meeting.
Board of Directors
- The association is administred by a Board of Directors consisting of a chairman, a vice-chairman, a secretary-general and, if necessary, one or several members chosen by the General Meeting.
- The members of the Board of Directors are appointed for a period of four years. Their mandates may be renewed or revoked by the General Meeting.
- The Board of Directors gathers at the request of the chairman or half of the members of the Board of Directors. It is convened by postal mail or e-mail. It gathers at least once every six months. It only déliberates validly in case at least half of its members are present or represented. A director may be represented by another director who may be the holder of maximum two proxies.
- The decisions are taken by mutual agreement between the present or represented members. If no consensus is reached, the decisions shall be taken by a majority of the present or represented members' votes. In case of an ex-aequo vote, the chairman's vote is determining.
- In case of an emergency the Board of Directors may also take decisions by concertation and deliberation by other means such as mail, phone, e-mail... In this case decisions may only be taken when voted unanimously by all directors and they shall be the subject of a ratification during the next Board of Directors.
- The decisions are recorded in a report which is sent to all effective and associated members.
Article 19 The daily management of the association shall be entrusted to the secretary-general assisted by a secretarial staff accountable to the secretary-general. The secretarial staff organizes the meeting of the Board of Directors and the General Meeting. They organize the association's activities and ensure the administrative tasks of the association.
Representing the organization towards third parties and in court.
Article 20. All commitments engaging the organization, other than special proxies, shall be signed either by two directors, either by one or several persons appointed by the Board of Directors who will also define the extent and the way to carry out their mandate. The directors and other representatives don't have to justify to third parties of powers confered to them for this purpose.
Article 21. The international association is validly represented in court, both as a plaintiff and as a defendant, by two directeors or by its Chairman or by a director appointed for this purpose by the Board of Directors.
Amendment of the articles of associaion and dissolution
Article 22. Without any prejudice to articles 50 § 3, 55 and 56 of the Law of 27th June 1921 on non-profit-making organizations, international non-profit-making organizations and foundations, any proposal the subject of which is an amendment of the articles of association or the dissolution of the association shall be issued by the board of directors or at least two thirds of the association's effective members.
The Board of Directors has to notify the association's members at least three months in advance of the date of the general meeting which shall rule on the aforementioned proposal.
The general meeting confers validly only if it gathers half of the effective members of the association being present. No decision shall be taken unless voted by a majority of two thirds of the votes. However, if this general meeting gathers less than half of the association's effective members, a new general meeting shall be convened at the same conditions as aforementioned which shall definitely and validly rule the said proposal whatever may be the number of present or represented effective members.
The amendments of the articles of association shall be submitted to the Minister of Justice and published in the annexes of the Moniteur Belge.
The dissolution is pronounced by the general meeting by a majority of two thirds of the effective members' votes.
The general meeting appoints one to three liquidators, determines their powers and determines the assignment of the net assets of the association's capital which shall be in favor of an non profit-making organization aiming at the development of organic agriculture. These decisions, as well as the names, professional activities and addresses of the liquidator(s) shall be published in the « Annexes au Moniteur Belge ».
Budgets and accounts
Article 23. The fiscal year is closed on 31st December of each year; the Board of Directors shall submit for approval to the General Meeting the accounts of the past year and the budget for the coming year.
Article 24. The General Meeting may also create specialized committees the members of which shall be appointed by the General Meeting who shall also define the committees' assignments and powers.
Article 25. The General Meeting shall also create and adminission committee the assignment of which is
Article 26. to propose the admission criteria for the internal rules for the various types of members,
Article 27. to inform and present to the General Meeting the demands of admission as an actual and associated member,
Article 28. to inform and present to the General Meeting the demands of admission as an adherent member.
Article 29. The ethical charter listing the ethical principles applied by the members shall be proposed ty the Board of Directors and approved by the General Meeting.
Article 30. The Board of Directors and the committees may propose internal rules which shall be approved by the General Meeting.
Article 31. These internal rules shall specify the working procedures or any other item which might by considered as being necessary.
Article 32. Any other issue which is not dealt with in the present articles of association and not published in the Moniteur Belge shall be settled according to the provisions of title III of the Law of 27th June 1921 regarding non-profit organizations, international non-profit organizations and foundations.