International Association of the Former Officials of EUROCONTROL

Statute

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International Association of the Former Officials of EUROCONTROL (”AIAE”)

Statute

Consolidated Articles

“INTERNATIONAL ASSOCIATION OF FORMER OFFICIALS OF EUROCONTROL”
abbreviated to “AIAE”
International non-profit-making association
Haren-1130 Brussels
Rue de la Fusée, 96
BE 0425.751.014 RPM Brussels

Association established on the basis of a private agreement published in the
Annex to the Moniteur belge [Belgian Official Gazette] under number 19870507/006491.
The Articles of the aforementioned Association were amended :

  • – on the basis of the minutes of the General Assembly published in the Annex to the
    Moniteur belge under number 19911017/016778;
    – on the basis of the minutes of the General Assembly published in the Annex to the
    Moniteur belge under number 19920806/011999;
    – on the basis of the minutes of the extraordinary General Assembly, drawn up on 7
    December 2006 by Eric Levie, notary practising in Schaerbeek, published in the Annexes to the
    Moniteur belge under number 20070110-6041;
    – on the basis of the minutes of the extraordinary General Assembly, drawn up on 21
    May 2007 by Eric Levie, notary practising in Schaerbeek, currently being published.

The amendment of the aims of the AISBL contained in the final two sets of minutes
mentioned above was approved by the Royal Decree of 18 July 2007 and published in the
Annexes to the Moniteur Belge of 4 September 2007 under number 129749.

Article 1

The name of the Association shall be: “INTERNATIONAL ASSOCIATION OF FORMER
OFFICIALS OF EUROCONTROL”, abbreviated to “AIAE”.

Article 2

The Association’s registered office shall be in the Brussels judicial district, and is
currently at the headquarters of the European Organisation for the Safety of Air Navigation,
abbreviated to EUROCONTROL, at rue de la Fusée 96, B – 1130 Brussels.

Article 3

The aims of the Association shall be:

    1. to maintain and develop the bond of friendship between Former Officials of
      EUROCONTROL and to provide a real and effective link between them and
      EUROCONTROL;
    2. to ensure and maintain liaison with the EUROCONTROL Agency and its serving staff;
    3. to protect members’ individual and collective interests as required;
    4. to contribute, in liaison with the Director General of EUROCONTROL, to the study of problems relating to international air traffic; to stimulate the development of European cooperation in the field of aviation, especially with regard to air navigation; to draw the attention of business and social circles to the importance of this cooperation;
    5. to maintain contact with associations which pursue similar goals at international or national level.

In order to achieve the aims it has set itself, the Association intends to carry out the
following activities:

– holding consultation and coordination meetings with the services of the EUROCONTROL
Agency in all areas affecting its members’ interests (pensions, sickness fund, etc.);
– organising meetings of its members;
– organising conferences;
– organising social activities for its members;
– implementing studies or projects in order to achieve the objectives defined by the
Association’s General Assembly;
– editing a list of its members;
– setting up and running an Internet site as an efficient channel of communication with and
between members.

Article 4

The Association is formed for an unlimited duration.

TITLE II
MEMBERS

Article 5

The Association shall at all times have at least twelve members.

Article 6

Any person who, as his or her main occupation, has worked with EUROCONTROL
may, upon finally ceasing such activity, become a member of the Association.
Upon the death of a member, his/her spouse may join the Association. The spouse of
a member of the staff of EUROCONTROL who has died while in service shall also be eligible
for membership. This provision also applies to the Director General.
The Board of Governors, mentioned under Title III hereafter may resolve to admit as
a member any other person who has rendered noteworthy services to the European cause in
the field of aviation and has engaged, other than as his/her main occupation, in activities with
EUROCONTROL.

Article 7

The Board of Governors shall have the power to admit applicants to membership.
The members of the Association shall be obliged to:

  1. participate in the activities of the Association as far as possible;
  2. subscribe to the Articles of Association;
  3. pay their annual subscription fee.

Article 8

Any member shall be free to withdraw from the Association subject to notifying the
Board of Governors in writing of their resignation. Members who have failed to pay their
subscription for two years shall be deemed to have resigned.

Article 9

Members who resign or are expelled and the heirs and successors of deceased
members shall enjoy no rights in respect of the Association’s capital. In particular, they may
not demand repayment of subscriptions previously paid.

Article 10

The financial liability of each member shall be strictly limited to the amount of his/her
subscription.

TITLE III
BOARD OF GOVERNORS

Article 11

The Association shall be administered by a Board of Governors consisting of at least
four members and at most fifteen. As far as possible, the composition of the Board of Governors
shall be representative of: the EUROCONTROL Agency’s sites, the geographical distribution of
EUROCONTROL Member States, and staff categories and gender, with no more than two
members representing one nationality; at least one Governor shall be of Belgian nationality.
Governors shall be appointed by the General Assembly, provided for in Title IV
hereafter, for four years. They may be re-elected once and the General Assembly shall have
the power to recall them at any time. In the event of a vacancy arising, the Board of
Governors, after issuing a call for candidates, shall put forward a new Governor to the
General Assembly.

Article 12

The Board of Governors shall appoint from among its members a Chairman, two
Vice-Chairmen, a Secretary and a Treasurer who shall constitute the Executive Bureau of
the Association. The Chairman and the Vice-Chairmen shall be of different nationalities if
possible.
Where the Chairman is absent or unable to attend, the elder of the Vice-Chairmen, or
the sole Vice-Chairman present shall have the chair. Where the above procedure cannot be
applied the Board of Governors shall appoint one of its members present to act as Chairman.
The Board of Governors may, at any time, after deliberation, terminate the term of
office of a member of the Executive Bureau and designate another Governor to complete
that term.
Where a member of the Executive Bureau is unable to carry out his/her remit, the
Board of Governors shall appoint a Governor as a replacement.

Article 13

The services of members of the Board of Governors shall be provided free of charge. Standard-rate allowances may be paid to members of the Board of Governors
incurring travelling and accommodation expenses on the occasion of meetings held in
accordance with these Articles or with decisions of the Board of Governors. The same rules
shall apply to any other member of the Association entrusted with a specific task by the
Board of Governors. The Board shall determine rules governing the said allowances.

Article 14

The Board of Governors shall meet at least once a year. It shall be convened by the
Chairman or by two Governors at Headquarters or at any other place in a EUROCONTROL
Member State. Notice shall be given by ordinary letter, fax or email at least thirty days before
the meeting. The draft agenda shall be specified.
The Board of Governors may not constitute a quorum unless a majority of its
members are either present or represented. No member may stand proxy for more than one
other member and notice must be given by letter, fax or email. Decisions shall be taken by a
majority of the votes cast, discounting invalid votes. In the event of a tie, the Chairman shall
have a casting vote.
The Board of Governors may invite any person whose professional skills may be
useful to its proceedings to attend its meetings. Such persons may not vote.
Decisions shall be recorded in minutes signed by the Chairman and the Secretary
and recorded in a special file. Extracts required for the purpose of court proceedings or for
other purposes shall be signed by the Chairman or by a Vice-Chairman.

Article 15

  1. Subject to the superior powers of the General Assembly, the Board of Governors
    shall have the power to do all that is necessary for the administration of the Association in
    the broadest possible sense:1. It shall decide on the opening of bank or other accounts as required.
    2. It shall present to the General Assembly for its approval a budget for the new financial
    year and the annual subscription fee.
    3. It shall decide on the use to be made of the Association’s funds.
    4. It shall present to the General Assembly for appointment two auditors selected amongst
    the members of the Association to verify the accuracy of the accounts as presented and
    to make such observations as they feel necessary on the financial management of the
    Association.
    5. It may, in the manner which it will determine, form sections grouping members of the
    Association living in the same country or group of countries. Those sections shall appoint
    their officers to act in relation with the Board of Governors.
    6. It may organise meetings and other events.
    7. It shall decide on the publishing of brochures and documents.
    8. It shall, in general terms, take all decisions and initiatives in accordance with the aims
    and the interests of the Association.

Article 16

The Board of Governors may, on its own responsibility, delegate day-to-day
management of the Association to one of its members, whom it shall instruct to act on its
behalf and to exercise the powers delegated to him/her, with the power to sign documents
required for those purposes.
The Board of Governors may also appoint an agent of its choice to exercise special
powers conferred on him/her.

Article 17

For all acts that are neither related to day-to-day management nor delegated as
provided for in Article 16 above, the Association shall be validly represented in relation to
third parties by the combined signatures of two Governors, including the Chairman or, in
his/her absence, a Vice-Chairman, and they shall not be required to produce resolutions,
authorisations or special powers.

Article 18

The Association shall be represented in court actions to which it is party as plaintiff or
defendant by the Board of Governors, in the person of its Chairman or a designated
Governor.

TITLE IV
GENERAL ASSEMBLY

Article 19

The General Assembly, which comprises members of the Association, shall be the
supreme authority of the Association. It shall have sole authority to decide on the following
matters:

  1. amending the Articles of Association;
  2. appointing and recalling Governors;
  3. appointing and recalling auditors;
  4. approving budgets and accounts;
  5. granting discharges to Governors and auditors;
  6. expelling members;
  7. setting the annual subscription fee, which shall not exceed EUR 50;
  8. any other decisions on matters not expressly reserved for the Board of Governors by law
    or by these Articles of Association;
  9. voluntary dissolution of the Association;
  10. any matter where this is so required by law or by the Articles of Association.

Article 20

There shall be a General Assembly in the first six months of each year.
A General Assembly may also be called by resolution at a meeting of the Board of
Governors or at the request of one fifth of the members.
Notice shall be given by ordinary letter, fax or email addressed to each member of the
Association at least thirty days before the meeting; such notification shall be issued on behalf
of the Board of Governors by the Chairman, the Secretary, or a designated Governor. The
agenda shall be specified. The General Assembly may also discuss matters not entered on
the agenda. It shall decide accordingly during the meeting.

Article 21

The General Assembly shall be chaired by the Chairman of the Board of Governors
or, in his/her absence, by the elder of the Vice-Chairmen present, or by the sole Vice-
Chairman present, or, in his/her absence, by the oldest member of the Board of Governors
present. The General Assembly shall appoint its Secretary on a proposal from its Chairman.

Article 22

The General Assembly shall consist of the members of the Association. A member
may confer a power of proxy on another member. No member may stand proxy for more
than three members and each power shall be given by authenticated letter, fax or email.

Article 23

Subject to Article 24 hereafter, the General Assembly shall constitute a quorum
regardless of the number of members present in person or represented, and decisions shall
be taken by an absolute majority of the votes cast, discounting invalid votes. In the event of a
tie, the Chairman shall have a casting vote.

Article 24

In the event of the expulsion of a member, amendment of these Articles or dissolution
of the Association, the procedure set out in Article 8 of the law of 27 June 1921 governing
non-profit-making associations, non-profit-making international associations and foundations
shall apply.

Article 25

Decisions taken by the General Assembly shall be recorded in minutes signed by the
Chairman and the Secretary of that Assembly and by members who request to do so, and
then recorded in a special register. Extracts required for court proceedings or other purposes
shall be signed by the Chairman of the Board of Governors or by two other Governors.
Extracts shall be supplied to any member of the Association and to any third party
who so requests on condition that a legitimate interest can be shown.

TITLE V
BUDGET-ACCOUNTANCY

Article 26

The Association’s resources shall consist of:
– members’ subscriptions;
– subsidies and grants given to it to promote attainment of its objectives.
The Treasurer shall conduct the accounts in euros (EUR).
At least one bank account shall be opened in the full name of the Association in the
town of its registered office. Other accounts may be opened according to the needs of the
Association in one or other Member States of the EUROCONTROL Organisation, for
example if regional sections are created as provided for in Article 15 above. Any such
account shall be opened in the full name of the Association followed by the name of the
section.

On 31 December each year, the accounts for the past year and the budget for the
coming year shall be established. During the first half of that new year the aforementioned
accounts and budget shall be submitted for the approval of the General Assembly provided
for in the first paragraph of Article 20 above. The Board of Governors shall be given a
discharge by the General Assembly.

TITLE VI
DISSOLUTION

Article 27

In the event of voluntary dissolution, the General Assembly, after deliberation in
keeping with the law of 27 June 1921 governing non-profit-making associations, nonprofit-
making international associations and foundations, shall appoint one or two
liquidators and determine their powers.

Article 28

In the event of voluntary dissolution or dissolution by court order, whenever it occurs
and for whatever reason, the General Assembly shall determine the use to be made of the
net assets remaining after all debts have been paid and charges have been cleared and to
which association the proceeds from the liquidation shall be assigned. Regard shall be had
to the object for which the Association was formed.

Article 29 – Common Law

For anything not provided for in the present Articles of Association, reference shall be
made to the law of 27 June 1921 governing non-profit-making associations, non-profitmaking
international associations and foundations.

Consolidated Articles of Association certified by Mr Eric Levie, notary practising in
Schaerbeek, on 20 August 2007.

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