Foundation Statutes

DEFINITIONS

  • Alumni means the group of Alumnus persons. The Alumni will meet in the Alumni Meetings as provided for in article 15.
  • Alumni Board means the body of the Foundation as described in article 16 of these Statutes.
  • Alumni President means the chairperson elected by the Alumni.
  • Alumnus means any individual person that meets the alumni criteria as described in article 11 of these Statutes and has followed the procedure for becoming an Alumnus in accordance with the provisions of these Statutes.
  • Chairman means the chairperson of the Governing Board.
  • EIT means the European Institute of Technology.
  • EIT Digital means an international non-profit association under Belgian law, with registered office at Aarlenstraat 22, 1050 Brussel, and company number 831.431.639, set up to implement a Knowledge and Innovation Community for the European Institute of Innovation and Technology (EIT).
  • EIT Digital Friend means any individual person or legal entity that meets the EIT Digital Friend criteria of the Foundation as determined in article18 of these Statutes and has followed the procedure for becoming an EIT Digital Friend in accordance with the provisions of these Statutes.
  • EIT Digital Friends Community means the group of the EIT Digital Friends.
  • Fee means the fee, annually determined due by Alumni or EIT Digital Friends.
  • Foundation means the foundation (stichting-foundation) under Belgian law to which these Statutes relate.
  • Founder means EIT Digital.
  • Governing Board means the body of the Foundation as described in articles 5-9 of these Statutes.
  • Law means the Belgian Law of twenty-seventh of June nineteen hundred twenty-one, and its revisions on non-profit associations, international non-profit associations and foundations.
  • Statutes means these statutes governing the Foundation.
  • Students means any person who is currently enrolled in an EIT Digital Education Programme.

TITLE I: FORM, NAME, FOUNDERS, HEAD OFFICE, OBJECTIVES, ACTIVITIES, DURATION

Article 1: Form - Name - Founders

The Foundation shall be a private foundation governed by the provisions of Title 2 of the Law. The name of the Foundation is " EIT Digital Alumni".

The decision to modify the name of the Foundation requires a modification of the Statutes, which should not be established by notarial deed.

The modification of the name of the Foundation should be filed and published in the annexes of the Belgian Official Journal (moniteur Belge-Belgisch staatsblad).

In carrying its activities the Foundation shall be allowed to use the EIT Digital brand, in accordance with the instructions for the use of the brand provided by the owner of brand, being EIT Digital.

Article 2: Registered office

The Foundation has its registered office in Belgium. Its address is at: 22 Rue d'Arlon, Brussels, Belgium.

The Foundation may change its registered office to any other location in Belgium upon decision of the Governing Board.

Each change of the registered office of the Foundation shall be published in the annexes of the Belgian Official Journal (moniteur Belge-Belgisch Staatsblad).

The Foundation may open offices in all member states of the EU, upon decision of the Governing Board.

Article 3: Purpose-activities

The Foundation has the following non-for-profit purpose: to create a vibrant, active and successful Alumni network for EIT Digital.

The Foundation shall therefore develop the following activities:

  • organize regular meet-ups between Alumni, create a vivid and active community and discussion forum;

  • keep track of the careers of the Alumni and recognize and honour the outstanding Alumni;

  • create trust, identity and pride within the network and cooperate with third parties with the same objectives;

  • support Students and Alumni to get in contact with companies, public institutions and academia and provide guidance and mentoring on study specific matters or when setting up their own venture;

  • promote development and sustainability of EIT Digital educational activities.

In execution of the above mentioned purpose; the Foundation may take all actions, directly or indirectly related to the above mentioned purpose. Further, the Foundation is allowed to cooperate and participate in any activity corresponding with its purpose.

Article 4: Duration

The Foundation is established for an indefinite period of time and can only be dissolved by the Court of First Assistance of the judicial district where the head office of the Foundation is established, in accordance with applicable provisions of the Law regarding dissolution of foundations.

The Founder may request the above mentioned competent Court of First Assistance to dissolve the Foundation, provided that the conditions thereto, as foreseen by the Law, are met.

TITLE II: GOVERNANCE AND REPRESENTATION

Article 5: Governing Board

5.1 General principles

The Foundation shall be governed by the Governing Board, consisting of three members. The members of the Governing Board, shall be the persons appointed in the following functions:

  • CEO of EIT Digital

  • Education Director of EIT Digital

  • Alumni President

In the event the mandate of a member of the Governing Board as CEO of EIT Digital, Education Director of EIT Digital and/or Alumni President is terminated by any reason whatsoever, the person replacing him/her in his/her function as CEO of EIT Digital, Education Director of EIT Digital and/or Alumni President shall become the new member of the Governing Board, upon confirmation of the Founder.

Members of the Governing Board shall be appointed by the Founder for an indefinite period of time.

The Governing Board shall be chaired by the CEO of EIT Digital. The chairman of the Governing Board shall hereinafter be referred to as the Chairman.

The members of the Governing Board shall execute their mandate without remuneration.

5.2 At the creation of the Foundation

The Governing Board shall at the creation of the Foundation consist of the following three members:

  • The CEO of EIT Digital: Prof. Dr. Willem Jonker

  • The Education Director of EIT Digital: Prof. Anders Flodström

  • The Alumni President: Mr. Nicholas Tenhue

The above mentioned members are appointed for an indefinite period of term.

5.3 Termination of the mandate of the members of the Governing Board

The mandate of each member of the Governing Board shall expire:

  • on the day of his/her voluntary resignation;

  • upon expiry of the mandate as CEO, Education Director or Alumni President, as described in article 5, II "General principles" of these Statutes upon the day of his /her decease, disability certificate, administration order, absent declaration, or any other reason or event whereby the member can no longer execute its mandate;

  • upon decision to revocate by the court of first instance of the judicial district where the Foundation has its registered office, as provided for in the applicable articles of the Law.

Moreover, the Governing Board, upon proposal of the Founder may at any moment decide to terminate the mandate of a member of the Governing Board for serious grounds, such as but not limited to violations of the Statutes or law, provided that such a proposal has been taken at a meeting of the Governing Board with two votes, provided that the member of the Governing Board whose dismissal is proposed, shall not participate in the decision-taking and the voting. The proposal for dismissal shall be listed on the agenda of the meeting, including the reasons for the proposed dismissal The decision shall only be taken provided that the member concerned was given the opportunity to defend himself. In the event of termination of the mandate of a member of the Governing Board, the Governing Board upon proposal of the Founder shall nominate a new member of the Governing Board, whereby it is not mandatory that the function requirements of article 5. 1 " General principles" of these Statutes are fulfilled, always provided that the mandate of this new member of the Governing Board shall lapse, if a person meeting the function requirements is nominated.

Article 6: Powers

The Governing Board has the powers as provided for in article 34 and article 37 of the Law. The Governing Board shall decide upon the annual Business Plan, including the annual budget of the Foundation, always provided that this Business Plan shall be in line with the mission of EIT Digital, shall not contain any activities that are harmful for the EIT Digital brand and shall not put at risk the EIT Label granted by EIT to KIC Activities in the domain of education.

Article 7: Meetings - deliberation - decision-making

  • The Governing Board shall be convened upon invitation by the Chairman or upon invitation by two members of the Governing Board, with fourteen (14) days prior written notice. Notwithstanding the foregoing, the call for the first meeting of the Governing Board is not subject to the fourteen days prior written notice and the first meeting of the Governing Board may be called upon, upon written notice of minimum three days. The Governing Board shall meet once per year for deciding upon the Business Plan, including the annual budget, and the annual account for the past financial year.

  • Meetings of the Governing Board can be held in physical form or through any electronic means of communications provided that the form of the meeting is so announced in the written notice calling for the meeting. When the meeting is held by any electronic means of communications, the following requirements need to be met: via the electronic means of communication the members of the Governing Board can be identified, can participate directly to the deliberations held during the meeting and can exercise their voting right.

  • The Governing Board can validly deliberate and decide if at least the majority of the Governing Board members are present or duly represented. Each member of the Governing Board has one vote. Decisions shall be taken by majority.

  • For the following decisions unanimity of the votes of the members of the Governing Board present or represented is required: destination of the assets in the event of dissolution.

  • On items not listed on the agenda, the Governing Board of Directors may only validly deliberate and decide if all members of the Governing Board are present at the meeting and unanimously agree. Such agreement shall be deemed to be given, provided that no objection has been made according the minutes.

  • The members of the Governing Board shall receive a copy of the minutes within one month after the meeting.

  • Resolutions of the Governing Board shall be kept in a minute book. A dated and detailed document signed by the members of Board and recorded or inserted in the register of minutes shall equal a decision of the Board. The proxies shall be attached to the minutes of the meeting for which there were granted.

  • When justified in the interest of the Foundation, the Governing Board can take decisions through unanimous written resolution.

Article 8: Representation of the Foundation

Without prejudice to the general powers of the Governing Board as a collegial organ of the Foundation, the Foundation shall be represented validly both in judicial and other matters by the Chairman, acting alone, or if the Chairman is not available, but the two other members of the Governing Board acting jointly. The Governing Board could appoint special attorneys that could represent the Foundation, within the scope of the mandate given.

Article 9: Conflict of interest

When a member of the Governing Board has directly or indirectly an interest in conflict with a decision or transaction, falling within the scope of competence of the Governing Board, that member of the Governing Board shall notify the other members of the Governing Board, prior to the deliberation and decision-taking, and if applicable to the auditor.

Such a member of the Governing Board is allowed to participate in the deliberation, however, he/she shall refrain from voting.

The Governing Board shall record the declaration of that member of the Governing Board and, justification grounds regarding the conflict of interest and the possible consequences for the assets of the Foundation in the minutes.

TITLE III: ASSETS

Article 10: Assets

The assets of the Foundation shall consist of:

  • Contribution by the Founder

  • Fees by Alumni and EIT Digital Friends

  • subsidies

  • financial contributions from third parties

  • donations properly obtained in accordance with the applicable law

  • any other assets or income received

TITLE IV: ALUMNI

Article 11: Alumni criteria

Shall be admitted as Alumnus,

  • each individual who has graduated from any EIT Digital Education Programme (initially Master School and Doctoral School programs), or

  • each individual who graduates in 2014 from any EIT Digital Education Programme (initially Master School and Doctoral School programs), or

  • each individual who had a formal function in EIT Digital, such as but not limited to members of the Executive Steering Board, members of the Management Committee of EIT Digital, Action Line Leaders,

  • provided that there are no elements from which appears that the interests and/or good reputation, name and fame of the Foundation, EIT Digital or the Alumni community are harmed or could be harmed.

Article 12: Procedure

12.1. Individuals, meeting the requirements as described in article 11, could become an Alumnus upon filing an application to the Secretary of the Alumni, in accordance with the instructions provided for at the website of the Foundation www.alumni.eitdigital.eu.

12.2. The Alumni Board may decide not to accept an application of a candidate Alumnus for reason of not meeting the Alumni criteria.

Article 13: Fee

Each Alumni shall pay the Fee.

The Fee shall be determined by the Governing Board, upon proposal of the Alumni Board.

Article 14: Withdrawal and exclusion

14.1. Any Alumnus may withdraw from the Foundation by following the instructions provided for at the website of the Foundation.

14.2. The membership of any Alumnus that does not comply with these Statutes, or does not anymore fulfill the Alumni criteria and/or harms or threaten to harm the interests, good reputation, name and/or fame of the Foundation, can be terminated upon decision of the Alumni Board.

14.3. The membership of any Alumnus that does not pay the Fee within a period of 60 days after the fee has become due, shall automatically terminate.

14.4. All decisions taken by the Alumni Board regarding withdrawal and exclusion of the Alumnus shall be kept in a digital Alumni register.

Article 15: Alumni meeting

15.1 At least once a year an Alumni meeting for all the Alumni, hereinafter referred to as the Alumni Meetings , shall be organized.

15.2 All the Alumni shall have the right to attend the Alumni Meetings. The Alumni shall follow the instructions for the participation of the Alumni Meetings, provided at the website of the Foundation. EIT Digital Friends shall have the right to attend the Alumni Meetings.

15.3 All Alumni must be given a four-week notice before any Alumni Meeting is held, together with an agenda. The Alumni shall receive all relevant information for the agenda one week before the Alumni Meeting. The agenda for the Alumni Meeting shall be set by the Alumni Board.

15.4. The Alumni shall have the right to elect in the Alumni Meeting the Alumni Board consisting of the President, Treasurer, Marketing and Communication Officer, Secretary and Events Officer of the Alumni. The term of the mandate of the members of the Alumni Board shall be determined in the By-Laws.

15.5 The Alumni Meeting shall validly meet if the quorum requirements as specified in the By-Laws are met. Decisions shall be validly taken if approved by a majority of the Alumni present, provided the quorum is met.

15.6 Further details regarding the Alumni Meetings shall be determined in the By-Laws, to be proposed by the Alumni Board to the Alumni Meeting.

Article 16: Alumni Board

16.1 The Alumni Board shall consist of the persons being elected in the functions of respectively President, Treasurer, Marketing and Communication Officer, Secretary and Events Officer and shall be chaired by the President of the Alumni. The Alumni Board is accountable to the Governing Board.

16.2 The tasks for which the Alumni Board is responsible shall consist of the following operational tasks:

  • organize regular meet-ups between Alumni, create a vivid and active community and discussion forum;

  • keep track of the careers of the Alumni and recognize and honour the outstanding Alumni;

  • create trust, identity and pride within the network and cooperate with third parties with the same objectives;

  • support Students and Alumni to get in contact with companies, public institutions and academia and provide guidance and mentoring on study specific matters or when setting up their own venture;

  • promote development and sustainability of EIT Digital educational activities;

  • promote the EIT Digital brand and support in fund raising;

  • propose to the Governing Board the Business Plan, including the annual budget of the Foundation.

16.3 The President chairs the Alumni Meetings and the meetings of the Alumni Board and supervises the activities of the other members of the Alumni Board.

The Treasurer shall be responsible for the collection of the Fees, and the preparation of the annual budget and annual accounts of the Foundation.

The Events Officer shall be responsible for the organisation of the events of the Foundation.

The Secretary shall be responsible for the organisation of the Alumni Meetings and the meetings of the Alumni Board. The Secretary shall make the minutes of these meetings.

The Marketing and Communication Officer shall be responsible for the external and internal marketing and communication of the Foundation.

16.4 Further details regarding the nomination of the members of the Alumni Board and the organization of the meetings of the Alumni Board shall be determined in the By-Laws.

Article 17: Advisory Board

17.1 Composition of the Advisory Board

The Advisory Board shall consist of the President and past presidents of the Alumni.

The members of the Advisory Board are appointed in their role by the Alumni Board.

The mandate of the members of the Advisory Board will expire:

  • On the date of their voluntary withdrawal.

  • When their mandate as member of the Advisory Board has been terminated by the Alumni Board for reasons of default, meaning acts or behavior by the members of the Advisory Board which are prejudicial to the Foundation, the Alumni or the reputation of EIT Digital.

17.2 Tasks of the Advisory Board

The Advisory Board will be in charge of advising the Alumni Board.

TITLE V: EIT Digital Friends

Article 18: Friends criteria

Shall be admitted as EIT Digital Friend:

  • any person or legal entity having in a traceable manner contributed to EIT Digital; and

  • who's qualifying is recognized by the Alumni Board, whether or not on proposal of the Governing Board; and

  • provided that there are no elements from which appears that the interests and/or good reputation, name and fame of the Foundation, EIT Digital or the EIT Digital Friends Community are harmed or could be harmed.

Article 19: Procedure

Individuals or legal entities, meeting the requirements as described in 18, could become an EIT Digital Friend upon filing an application to the Secretary of the Alumni, in accordance with the instructions provided for at the website of the Foundation www.alumni.eitdigital.eu.

The Alumni Board may accept persons or legal entities to become EIT Digital Friend.

Article 20: Fee

Each EIT Digital Friend shall pay the Fee due by the EIT Digital Friends.

The Fee shall be determined by the Governing Board, upon proposal of the Alumni Board.

Article 21: Withdrawal and exclusion

21.1. Any EIT Digital Friend may withdraw from the Foundation by following the instructions provided for at the website of the Foundation www.alumni.eitdigital.eu.

21.2. The membership of any EIT Digital Friend that does not comply with these Statutes, or does not anymore fulfill the Friends criteria and/or harms or threaten to harm the interests, good reputation, name and/or fame of the Foundation, can be terminated upon decision of the Alumni Board, whether or not on proposal of the Governing Board.

21.3. The membership of any EIT Digital Friend that does not pay the Fee within a period of 60 days after the fee has become due, shall automatically terminate.

21.4. All decisions taken by the Alumni Board regarding withdrawal and exclusion of the EIT Digital Friend shall be kept in a digital EIT Digital Friend register.

TITLE VI: LIABILITY

Article 22: Liability of the members of the Governing Board and Alumni Board

The members of the Governing Board and Alumni Board shall not be personally bound by the commitments made on behalf of the Foundation.

The members of the Governing Board and Alumni Board shall only be liable for the execution of their mandate and management defaults.

Article 23: Liability of the Alumni and EIT Digital Friends

Alumni and EIT Digital Friends do not incur by their membership any individual or joint and several liability for the Foundation ndertakings and obligations.

TITLE VII: MODIFICATION OF THE STATUTES

Article 24: Amendment of the Statutes

The Founder may decide to amend the Statutes of Foundation. Modifications of the Statutes shall be adopted. by private deed, or if legally required by notarial deed.

TITLE VIII: CONTROL

Article 25: Auditors

The Foundation shall appoint an auditor if the Foundation if legally required.

The auditor shall be charged with the audit of the financial situation of the Foundation, the annual accounts and the regularity of the Foundation's transactions reflected in these annual account.

The auditor shall be appointed by the Governing Board, amongst the members of the Institute of Auditors.

The Governing Board shall also determine the remuneration of the auditor, if applicable.

The auditor shall be appointed for a period of 3 years.

TITLE IX: FINANCIAL YEAR - ANNUAL ACCOUNTS - BUDGET

Article 26: Financial year

The financial year begins on the first of January and ends on the thirty-first of December of each year. However, the first financial year shall run until the thirty-first of December 2016.

Article 27: Annual account - budget

At the end of each financial year, the books and records shall be closed.

The Governing Board shall draw up the annual account for the past financial year and the budget for the next financial year, upon proposal of the Alumni Board at the latest within 6 months after closing of the financial year.

TITLE X: DISSOLUTION AND LIQUIDATION

Article 28 : Dissolution - liquidation

In the event of a decision to dissolve the Foundation, the Governing Board shall decide on the method of liquidation, and will designate the liquidator and determine his powers. The Governing Board will also decide upon the destination of Foundation liquidation, taking into consideration that the assets must be disposed of to the benefit of an organisation pursuing a similar and non-profit objective. All decisions will be taken with unanimity.

Article 29: Additional law

All matters, not expressly provided in these Statutes of the Foundation, shall be governed by the Belgian Law of twenty-seventh of June nineteen hundred twenty-one, and its revisions on non-profit associations, international non-profit associations and foundations.