STATUTES

I – NAME – REGISTERED OFFICE – PURPOSE AND ACTIVITIES – DURATION

Article 1 – Name

The association is an international non-profit association under Belgian law (IVZW). She bears the name “European Music Therapy Confederation ”, in short “EMTC”. The full and abbreviated name may be used separately or together.

All deeds, invoices, announcements, declarations, letters, orders, websites and other documents, whether in electronic form or not, issued by the association must include the following information: the name of the association, the words “international non-profit association” or the abbreviation “IVZW”, the precise indication of the registered office of the IVZW, the company number, the word “register of legal entities” or the abbreviation “RPR”, followed by the indication of the court of the registered office of the IVZW and, where applicable, the e-mail address and the website of the IVZW.

Article 2 – Seat

The association’s seat is in Belgium, in the Flemish Region.

The Board of Directors is authorized to move the registered office of the association within Belgium insofar as such transfer does not require a change in the language of the articles of association in accordance with the applicable language legislation. Such a decision by the Board of Directors does not require an amendment to the Articles of Association, except when the seat is transferred to another Region. In that case, the Board of Directors is authorized to decide on the amendment of the Articles of Association. If, as a result of the transfer of the registered office, the language of the articles of association has to be changed, only the General Assembly can take this decision, taking into account the requirements for an amendment of the articles of association.

Article 3 – Disinterested Purpose and Activities

The association has as selfless purpose:

  • the recognition of the profession of music therapist at national and European level and
  • promoting the quality and practice of music therapy.

In order to achieve this disinterested objective, the association carries out the following activities, both in Belgium and abroad, for its own account or for the account of its members:

  • the representation of the music therapist profession with the authorities of the European Union and with any other authority and/or organization dealing directly or indirectly with matters related to music therapy;
  • any other activity that can support or promote the achievement of the above objectives.

Article 4 – Duration

The association is established for an indefinite period.

II. MEMBERS OF THE ASSOCIATION

Article 5 – Membership Types

The association is open to any organisation, with or without legal personality, that adheres to the objectives of the association as stated in Article 3.

The association consists of three categories of members:

5.1 Active Members

The Active Members are professional organizations that actively participate in the activities of the association and contribute to the activities of the association. The Active Members have voting rights; their national representative may be appointed as director.

The association consists of at least three Active members.

5.2 Associate Members

Associate members are organizations that support the association’s activities without the will to actively participate. These organizations can be music therapy or other organizations. Their national representative cannot be appointed as director. They have no voting rights.

5.3 Observing Members

Observing members are relevant music therapy organizations from a European or non-European country that support the activities of the association. Their national representative cannot be appointed as director. They have no voting rights.

Article 6 – Admission procedure

6.1. Admission requirements

To be admitted as an Active Member, Observing Member or Associate Member, the candidate must meet the conditions set out in Article 5 and must obtain the approval of the Board of Directors.

To this end, the candidate must send a motivated request to the Board of Directors, by ordinary letter or by e-mail to the e-mail address of the association, indicating his full identity and the category of members for which he is applying.

The Board of Directors decides on this candidature at its next meeting. The Board of Directors takes its decision by a simple majority of votes, abstentions being neither counted in the numerator nor in the denominator.

Within fifteen days after this meeting, the Board of Directors will notify the candidate of the answer to his request by ordinary letter or e-mail.

The Board of Directors is not required to state the motive for its decision. There is no right of appeal to the court against a refusal of acceptance.

Each new Member must agree in writing to the current statutes and internal regulations.

Article 7 – Representation of the members vis-à-vis the association

7.1. Each Active Member must appoint a single natural person who will represent the member vis-à-vis the association.

If there are several affiliated organizations within a country, these organizations must appoint a single national representative by mutual agreement.

7.2. In the event of the death or resignation or exclusion of a representative, the member(s) concerned from the relevant country must elect a new representative.

Article 8 – Dismissal and exclusion of members

8.1. Dismissal

Any Active, Observing or Associate Member of the association is free to resign at any time.

This resignation must be addressed to the Board of Directors by ordinary letter to the registered office of the association or by e-mail to the e-mail address of the association.

8.2. Exclusion

The association can, on the proposal of the Board of Directors, exclude an Active Member or its representative if the Active Member or its representative engages in activities that could harm the IVZW or if they violate the rules laid down in the statutes or the internal regulations.

Only the General Assembly is authorized to declare the exclusion of an Active Member or its representative subject to the application of article 9 of these statutes. The exclusion must be stated in the notice convening the General Assembly. The convening notice must be sent at least one month before the General Assembly. The Active Member must be heard.

The General Assembly may, on the proposal of the Board of Directors, exclude an Observing Member without this decision having to be justified.

The Board of Directors may exclude an Associate Member without having to justify this decision.

8.3. Suspension

The Board of Directors can suspend a member in the cases determined by article 9 of the articles of association. .

Article 9 – Membership fee

Members must pay an annual membership fee. The amount is determined annually by the General Assembly and laid down in the internal regulations. A suspended, resigning or excluded member is obliged to pay the contribution or deposits of the current year.

A resigning or excluded member cannot claim possession of the IVZW and cannot reclaim paid contributions.

The member who does not pay its contribution within six months after it has been requested to do so in writing by ordinary letter or to the e-mail address communicated by it to the association, can be suspended by the Board of Directors. The member who does not pay his contribution within one month after a second reminder, this time by registered letter, can be excluded by the Board of Directors.

The Board of Directors may decide to re-accept the suspended or excluded member after the member has paid the due membership fees.

The Board of Directors takes its decision to suspend or exclude by a simple majority of votes, abstentions being neither counted in the numerator nor in the denominator.

III – GENERAL ASSEMBLY

Article 10 – Composition

The General Assembly consists of the Active Members.

Observing Members may attend the ordinary General Assembly (annual meeting), without voting rights. They cannot participate in other general Assemblies.

Associate Members cannot participate in the General Assembly.

Article 11 – Powers

The powers of the General Assembly are:

  • the approval of the annual accounts and budget for the following financial year;
  • the discharge of directors and the statutory auditor, as well as, where appropriate, the filing of the association claim against the directors and the statutory auditors;
  • the appointment and dismissal of directors and the determination of the financial and other conditions under which the mandate of director is granted and exercised;
  • the appointment and dismissal of the statutory auditor and the determination of his remuneration;
  • the approval of the internal regulations;
  • the amendment of the Articles of Association, on the proposal of the Board of Directors;
  • the dissolution of the association and the destination of the liquidation balance;
  • the exclusion of an Active Member (subject to application of Article 9 of these statutes) or Observing Member;
  • the conversion of the IVZW into a non-profit organization;
  • to make or accept a free input of a generality;
  • all other cases required by Belgian law or the statutes of the association.

All other (residual) powers are vested in the Board of Directors.

Article 12 – Convocation of the General Assembly

The Ordinary General Assembly is convened once a year by the Board of Directors within six months of the closing date of the financial year. The agenda of the ordinary General Assembly deals with at least the following subjects: the approval of the annual accounts and the budget, the dismissal and the appointment or reappointment of the directors and, where appropriate, of the statutory auditor.

The General Assembly may also be convened by the Board of Directors whenever the interests of the association so require and must be convened when at least one fifth of the Active Members request it.

The notices convening a General Assembly state the agenda. They are sent by e-mail to Active Members at least fifteen days before the General Assembly by the directors and, where appropriate, to the auditors and, with regard to the ordinary General Assembly, also to the Observing Members, to the e-mail address that these persons have communicated to the association in order to communicate with them. The convocation is sent by ordinary mail to persons for whom the association does not have an e-mail address, on the same day as the electronic convocations are sent.

Article 13 – Office

The General Assembly is chaired by the chairman of the Board of Directors, or in his absence by a director. If no director is present, the General Assembly is chaired by a member designated by the General Assembly.

The chairman will appoint a secretary who will draw up the minutes.

Article 14 – Admission to the General Assembly

To be admitted to the General Assembly, a member must have the status of an Active Member or Observing Member and be entered as such in the register of members.

The convening notice may stipulate that in order to participate in the General Assembly, the members must also notify the association of their intention to attend at least five working days before the meeting by letter at the registered office of the association or by e-mail at the association’s e-mail address.

Article 15 – Representation at the General Assembly

15.1. A National Representative can only represent one country.

15.2 If an Active Member’s representative is unable to attend the General Assembly, that member may authorize the national representative of another Active Member to represent it.

15.3. When a meeting is to be held in the presence of a notary, each Active Member may give a written proxy to the national representative of another Active Member or to a director to participate in the meeting and vote on its behalf. In that case, the representative or director may be the bearer of several powers of attorney.

Article 16 – Remote Participation

If the convening notice states so, members can participate remotely in the General Assembly. In that case, an electronic means of communication must be used that ensures that people can take note of the discussions during the meeting directly, simultaneously and without interruption. It must also enable the members to exercise their right to vote and/or to ask questions. A member who participates in the General Assembly remotely in this way is equated with a member who is actually physically present at the General Assembly.

The members of the Board of directors cannot participate in the meeting remotely.

Article 17 – Attendance and Majority Requirements

17.1. In order to deliberate and decide validly, half of the national representatives of the Active Members must be present or represented at the General Assembly.

If this quorum is not met, a second convocation is required and the new meeting will validly deliberate and decide, if one quarter of the national representatives of the Active Members are present or represented.

Finally, if this latter quorum is not met, a third convocation is required and this meeting validly deliberates and decides, irrespective of the number of National Representatives present or represented.

Decisions are taken by a simple majority (i.e. half) of the votes cast, abstaining being included neither in the numerator nor in the denominator.

Each national representative has one vote in the General Assembly.

17.2. However, when the General Assembly has to decide on the amendment of the articles of association, the dissolution of the company, the destination of the association’s assets after dissolution, the amendment of the object or object of the association or any other matter stipulated by the Companies Code or associations assimilated operation, in order to validly deliberate and decide, two thirds of the national representatives of the Active Members must be present or represented at the meeting.

If this quorum is not met, a second convocation is required and the new meeting will validly deliberate and decide if half of the national representatives of the Active Members are present or represented at the meeting.

Finally, if this latter quorum is not met, a third convocation is required and this meeting validly deliberates and decides, irrespective of the number of National Representatives present or represented.

Decisions are taken by a 2/3 majority of the votes cast, with abstentions not counted either in the numerator or the denominator.

At these meetings, each National Representative has one vote.

A change to the disinterested purpose or object of the association must be approved by Royal Decree.

Article 18 – Minutes

The decisions of the General Assembly are recorded in minutes that are filed in a register kept at the registered office of the association. They are signed by the members of the bureau (composed as stipulated in article 13 of the articles of association), the directors and the members who so request.

A copy of the minutes will be sent within the 2 months sent after the meeting to the Active Members by e-mail or, for the Active Members for whom the association does not have an e-mail address, by ordinary letter.

A copy of the minutes of the ordinary General Assemblies shall be sent under the same modalities to the Observing Members who so request.

Copies or extracts of the minutes for third parties are signed by the chairman, secretary and treasurer.

IV – THE BOARD OF DIRECTORS

Article 19 – Composition and appointment

The association is governed by a collegiate governing body, called “Board of Directors”, which consists of at least three and a maximum of six directors, who are natural persons. They are elected from among the national representatives of the Active Members.

The directors are appointed for a term of 3 years, renewable. A director’s mandate runs from the General Assembly at which he is appointed to the Ordinary General Assembly in the financial year in which his mandate expires according to the appointment resolution.

The Board of Directors consists of a president, a treasurer, a secretary and a maximum of 3 regional coordinators. The chairman, treasurer and secretary are appointed by the Board of Directors.

The chairman, treasurer and secretary distance themselves from their position as national representatives upon their appointment. The regional coordinators do combine their position in the Board of Directors with this as national representative.

The mandate of director is unpaid, unless the General Assembly decides otherwise.

Article 20 – Termination of office

Any member of the Board of Directors may resign by mere notification to the Board of Directors. He can take the necessary steps himself to have the termination of his mandate published in the Appendices to the Belgian Official Gazette. If, due to this dismissal, the association would have less than 3 directors, a director is obliged to continue to fulfill his assignment after his resignation until his replacement is provided within a reasonable period.

If an Active Member is suspended or expelled by application of the rules and regulations of the Association, its National Representative who was appointed as a director will be deemed to have resigned.

In the event of the resignation or death of a director, the Board of Directors must propose a successor to the next General Assembly.

The General Assembly may terminate the mandate of any director at any time and without giving reasons with immediate effect by a simple majority of votes. However, the chairman, secretary and treasurer can only be dismissed by the General Assembly with a 3/4 majority of the votes cast.

If the position of chairman becomes vacant, the Board of Directors must elect a temporary chairman within one month of the vacancy and the Board of Directors must elect a permanent chairman within a maximum of three months after the vacancy.

Article 21 – Representation

A director may be represented by another director at a meeting of the Board of Directors. This power of attorney must be in writing. Proxies must be presented at the beginning of the meeting.

A director can only represent one other director.

Article 22 – Decision making

22.1. The Board of Directors is convened and chaired by the chairman or, if he is unable to attend, by the vice-chairman, or if he is unable to do so, by another director designated by his colleagues.

22.2. If the convening notice states so, directors can participate remotely in the Board of Directors. In that case, an electronic means of communication must be used that ensures direct, simultaneous and uninterrupted knowledge of the discussions during the Board of Directors. It must also enable the directors to exercise their voting rights. A director who participates remotely in the Board of Directors in this way is equated with a director who is actually physically present at the Board of Directors.

The decisions of the Board of Directors can also be taken by unanimous written agreement of all directors.

22.3. The Board of Directors can only validly deliberate and decide if at least 2/3 of its members are present or represented.

If this quorum is not reached, the Board of Directors may be convened a second time and the Board of Directors may deliberate validly if only half of the directors are present or represented.

Finally, if this last quorum is not reached, the Board may be convened a third and final time, in which case the Board of Directors may validly deliberate irrespective of the number of Directors present or represented.

22.4. The decisions of the Board of Directors are taken with a 2/3 majority of the directors who form the quorum, except when the articles of association provide otherwise or when this conflicts with the rules and regulations contained in the internal regulations.

22.5. The decisions of the Board of Directors are recorded in the minutes, which are recorded in writing.

The minutes of the meetings of the Board of Directors are signed by the chairman of the meeting and the directors who so request. A signature in electronic form is possible. The minutes are signed by the directors who contributed to the formation of the majority or are approved by them by email.

Copies or extracts from these minutes are validly signed by the person or persons who can validly represent the association vis-à-vis third parties.

22.6. When the Board of Directors has to take a decision or decide on a transaction that falls within its competence, in which a director has a direct or indirect interest of a financial nature that conflicts with the interest of the association, the director concerned must notify this to the other directors before the Board of Directors takes a decision. His statement and explanation of the nature of this conflict of interest will be included in the minutes of the meeting of the Board of Directors that has to make the decision. The director with a conflict of interest may not participate in the deliberations of the Board of Directors on these decisions or transactions, nor in the voting in connection therewith. If the majority of the directors present or represented have a conflict of interest, the decision or transaction is submitted to the general Assembly; if the general Assembly approves the decision or transaction, the Board of Directors can implement it.

This paragraph does not apply when the decisions of the Board of Directors relate to customary transactions that take place under the conditions and against the securities that are customary in the market for similar transactions .

Article 23 – Authority of the Board of Directors

The Board of Directors is authorized to perform all actions that are necessary or useful to realize the object and purpose of the association, except those for which only the General Assembly is competent according to the law or these articles of association.

The association shows fairness in all procedures and expects this behavior from its chairman or from another member appointed by the board.

Article 24 – Daily management

The daily management of the association is the responsibility of the chairman of the Board of Directors, the secretary and the treasurer.

They act like college. They don’t have the right to vote at the General Assembly.

The daily management includes both actions and decisions that do not go beyond the needs of the daily life of the association, as well as actions and decisions that, either because of their lesser importance, or because of their urgent nature , do not justify the intervention of the Board of Directors.

Within the framework of that management, they may grant special powers of attorney to any proxy holder.

Article 25 – External Representation

The association is represented towards third parties and in court:

– by the signature of the Chairman of the Board of Directors, acting alone; or

– by the signature of two directors, acting jointly ;

– by special agents within the limits of their power of attorney.

VI – INTERNAL REGULATIONS

Article 26 – Internal regulations

Internal regulations can be drawn up by the Board of Directors and submitted for approval to the general Assembly.

Such internal regulations cannot contain provisions that conflict with mandatory legal provisions or the articles of association or on matters for which the Code of Companies and Associations requires a statutory provision.

The statutes of association must contain a reference to the latest approved version of the internal regulations. The administrative body may amend and publish this reference in the articles of association. The last approved version of the internal regulations dates from June 26, 2019.

VI BUDGETS AND ANNUAL ACCOUNTS

Article 26 – Financial year

The fiscal year runs from January 1 to December 31 of the same year.

Article 27 – Annual accounts

27.1. The Board of Directors is obliged to submit the annual accounts of the past financial year and the budget of the following financial year for approval by the General Assembly.

27.2. The Treasurer prepares the appropriate reports and submits them to the Board of Directors for approval.

VII DISSOLUTION

Article 28 – Dissolution and destination of assets

28.1. The association can be dissolved at any time by a decision of the General Assembly taken under the same conditions as for the modification of the object or disinterested purpose of the association. Where applicable, the reporting obligations applicable in accordance with the law are taken into account.

The General Assembly determines the method of dissolution and liquidation of the association.

28.2. Upon dissolution of the association, the assets of the association are transferred to the “International Committee of the Red Cross”.

VIII GENERAL PROVISIONS

Article 29 – Common law

The provisions of the Companies and Associations Code, which would not have been validly deviated from, are deemed to be included in these Articles of Association, and clauses that conflict with the mandatory provisions of the Code are deemed not to have been written.