Constitution

International Association of Auto Theft Investigators
European Branch in short « I.A.A.T.I-E.B. »

International Non Profit Association
B-1860 MEISE, Vinkenlaan 19


Incorporation

On September twenty eighth, two thousand and seven
Before us, Stefaan VAN DEN EYNDE, notary with stand at Meise,
HAVE APPEARED

  1. Mr. KOOIJMAN, Johannes Cornelis Bastiaan, also called Hans, employee, with the Dutch nationality, born at Rotterdam on May nineteenth, nineteenhunderd fiftyone, with residence at 2901 KJ Capelle a/d IJssel (The Netherlands), Wagnerstraat 33;
  2. Mr. POSTMA, Abraham Linus Werner, employee, with the Dutch nationality, born at Helledorp on May twelft nineteen hundred fifty, with residence at 1273 LR Huizen (The Netherlands), Delta 25;
  3. Mr. VAN VLASSELAER,  Prosper Walter, employee, with the Belgian nationality, born at Schaarbeek on August fifth, nineteen hundred fourtyfive, national number 4508005169-03, with residence at 1860 Meise, Vinkenlaan 19;

Hereafter called “ the appearants”.
Whom appearants have requested the undersigned notary to settle the constitution & bylaws of an International Non Profit Association, that they declare to incorporate according Title III of the Law of June twentyseventh, nineteenhundred twentyone.

Constitution and Bylaws

They settle the constitution and bylaws as follows:

TITLE I. – name, seat, duration, object

Article 1 : Name

The international non profit association shall be known as the “International Association of Auto Theft Investigators - European Branch” International non profit association, in short I.A.A.T.I.-E.B.

The association is established under the Belgian Law and comes under the status of the Law of June twenty seventh, nineteenhunderd twenty one, Title III “International non profit associations “.

The name of the association can be changed under the condition of respect of the forms, quorum and majority requirements applicable for the amendment of the constitution and bylaws.

The name of the International non profit association shall not be used publicly by any member other than by the use of the membership card for identification purposes.

No officers or members of the International non profit association may act in the name of the International non profit association to endorse any product and/or service. Nor shall the seal or logo of the International non profit association be used in any advertisement of any product or service without prior written approval of the Executive Board and, in that case, exclusively if completely subordinate and in close connection with the non profit object of the association.

Article 2 : Seat

The seat of the association is registered in B-1860 MEISE, Vinkenlaan 19. The international non profit association stands under the authority of the judicial district of BRUSSELS-HALLE-VILVOORDE and has the Belgian nationality.

The seat of the association can be changed inside the Belgian territory under the condition of respect of the forms, quorum and majority requirements applicable for the amendment of the constitution and bylaws.

The international non profit association is allowed to establish offices in Belgium and/ or outside the Belgian borders.

Article 3 : Object

The international non profit association has none profit motive, neither for herself, nor for her members.

The purpose of the association is:

  • to promote in the largest extent the cooperation with all police – and judicial services, individuals, agencies, (international) associations who are engaged in the prevention, detection and suppression of vehicle theft and its kindred crimes;
  • to unite for mutual benefit those public officials and private persons who are eligible for membership of the association;
  • to support the exchange of technical and other information, data and developments about the prevention, detection and suppression of vehicle theft and its kindred crimes with observance of the legal rules and respect of the professional secrecy;
  • to encourage high professional standards of conduct among members and other vehicle theft investigators and to continually strive to eliminate all factors which interfere with the administration of justice;
  • to organize conferences and seminars for the members, information campaigns, studies and inquiries, etc (non restrictive)

The international non profit association can undertake any action and legal procedure which stand in direct or indirect relation with the realization of her objective.

Article 4 : Duration

The international non profit association is established for undeterminate duration.

TITLE II – The members

Article 5 : Membership

The international non profit association recognises different sorts of members, namely active members, affiliate members and honorary members.

Membership is only available in a personal name and accessible for all nationalities. A register of the active, affiliate and honorary members is held at the registered office of the international non profit association. Hereby the international non profit association agrees to observe the rules of the Law of December eighth, nineteen hundred ninety two with regard to the protection of the private life and the privacy.

The membership is linked with the payment of a annual membership due, which is yearly fixed by the Executive Board and announced at the annual general meeting (AGM). The number of members is unlimited. However, the number of active members may not be less than two. However, the total number of members may not be less than three.

Article 6 : The active members

Any representative of a duly authorised Law Enforcement Agency, administrators and agents employed full time in a Vehicle Registration Function or a Governmental Vehicle Regulatory Function, administrators and employees of any Insurance Crime Prevention Panel, and similar organisations and any person retired from one of the foregoing Agencies. Providing that the person who possesses the aforementioned qualifications is aged eighteen(18) years or over.

Application for active membership shall be made to the Executive Board of the international non profit association. The application shall be accompanied  with a first recommendation by a current member in good standing and a second recommandation by a member of the Executive Board.

Membership shall be granted at the discretion of Executive Board. Applications for persons who are refused membership shall be returned to the candidat eactive member with a letter of explanation.

Active members have the right to vote at the general assembly. They can introduce their nomination to become a member of the Executive Board an/ or other offices of the international association. Only active members can be candidate for the position of President, Vice-President of the international non profit association.

Article 7 : Associate members

Any representative of any company, business organisation or philanthropic endeavour known or believed to be beneficial to the best interests and objectives of the Association to include representatives of the Motor Manufacturers, the Vehicle Industry and Security Associations and who contributes an annual sum not less than that of an active membership due and is not less than eighteen (18) years of age, is eligible for membership as an Associate Member.
Application for affiliate membership shall be made to the executive boardof the international non profit association. The application shall be accompanied  with a first recommendation by a current member in good standing and a second recommandation by a member of the Executive Board.

Membership shall be granted at the discretion of Executive Board. Applications for persons who are refused membership shall be returned to the candidate associate member with a letter of explanation. Associate Members shall have the privileges of an active member except holding the position of President or Vice-President. 

Article 8 : The honorary membership

The honorary membership is the membership for life that can be conferred upon a member who has rendered distinctive service to the international non profit association  and its purposes. Nominations for honorary membership shall be made by the Executive Board at any Annual General Meeting (AGM) and approved by a majority vote of the members present at the AGM. All past Presidents shall become honorary members at the conclusion of their term of office as President. Any honorary member shall have all the privileges of an active member but without payment of annual dues.

Article 9 : Annual due

Membership dues shall be the same for active- and affiliate members. All dues shall be payable direct to the international non profit association in advance of January 1st each year. Failure to pay dues within one month of the due date shall be a forfeiture of membership.

Article 10 : Termination

Membership in the Association shall be terminated by:

  • the right for any member to voluntary withdraw from the international non profit association, by written voluntary withdrawal noticed to the Executive Board;
  • the fact that an active or an associate member is in arrears with dues or other obligations to the internation non profit association and after  the reminder of the international non profit association to the member concerned, the resignation is dued by right;
  • the vote by a two thirds (23rds) majority of the present or represented members when the General Assembly in its discretion determines that a member has exhibited conduct inconsistent with the objectives or qualifications of the international non profit association. The member against whom the exclusion procedure is engaged has the possibility to be heard at the general meeting.

The Executive Board may also place on probation, censure or suspend the membership of any member but only then after a two thirds (23rds) majority vote of the Executive Board.

The resignating or excluded member neither can lay a claim on the social ownership , nor demand the reimbursement of the paid dues, contributions and/ or donations. Either the resignating or excluded member cannot require payment for supplied services. This as well goes for the party entitled for the deceased member.

A withdrawing or excluded member, or the party entitled for a deceased member cannot demand access to the association’s records, accounts, bookkeeping, register, etc. Neither they can set the seals or demand a inventory. Besides the withdrawning or excluded member has no longer concern to challenge the  decisions of the offices of the international non profit association.

Article 11 : Right of access

All the members can, at the seat,  ask access of the register of the members of the international non profit association, and also the minutes of the Executive Board and the general meeting and all the accounting documents of the international non profit association. Therefore, the member shall previously send a written request to the Executive Board, with mention of the records that the member wants to consult. A right of access to minutes of the Executive Boards can be accorded to the active members, unless the access to the minutes of a Executive Board should be in conflict with the concerns of the international non profit association or are confidential. The refusal of access shall always be motivated by the Executive Board.

The active member shall not misuse the information to which he has access while he exercices his right of access and he shall only use this information in the context of his rights as a member of the international non profit association. Spreading information, under any form, to a third party is prohibited. The right of access does not imply the right to make or obtain copy of the documents.

TITEL III. – the general assembly

Article 12 : Competences

The general assembly is composed by all the members of the international non profit association (active-, associate- and honorary members), who each have one vote.

The general assembly has the largest competence for the realization of the purpose of the international non profit association. It shall be the exclusive competence of the general assembly to:

  1. the amendment of the constitution and bylaws;
  2. the nomination or dismission of the officers;
  3. the nomination or dismission of commissioners, for sofar that those are present at the international non profit association;
  4. the discharge of the officers and commissioners;
  5. the approval of the budget and the accounts;
  6. the dissolution of the association;
  7. the exclusion of a member;
  8. the appointment of a receiver.

Article 13 :

A general assembly shall meet at least once a year. All the members have the right to participate to the annual general meeting and to vote on point of the agenda. The members can let themselves represented by an other member of the international non profit association. Each member can represent only one other member, and such with an explicit proxy.

Article 14 : Call

The general meeting shall be called by the Executive Board and the executive board has the duty to call the exordinary general meeting in the case at least one/fifth of the members demand for it. That demand includes the points of the agenda where the extraordinary general meeting is called for.

The call shall mention the agenda, the date, the location and the hour of the general meeting and shall be communicate by letter, fax, e.mail or other written way. If all members are present, no evidence of the foregoing call is requested.

Only the points of the agenda mentioned by the call can be discussed, excepted the extremely urgent points of the agenda or when a consensus is reached between the present members to treat the non mentioned point at the general meeting.

The call shall be done at last sixty (60) days before the general meeting, exceptionally this delay is reduced to fifteen (15) days in the hypothesis of article 27 of this constitution.

Article 15 : Deliberation

The general meeting is chaired by the president of the Executive Board. All members have an equal right of vote.
Except for the particular cases foreseen by this constitution, all the decisions will be taken by the simple majority of the present and represented members, without the requirement of a quorum of presency. The decisions of the general assembly shall be communicated to all the members, the communication happens by lettre and/or fax and/or electronic mail and/or mention on the website of the association.

Article 16 : Minutes

The decisions of the general assembly are registered in the register of the minutes and shall be signed by the president and a member of the board. The register is kept at the seat of the association.

TITEL IV. – the board

Article 17 : Executive Board

The association is managed by the Executive Board composed by at least three (3) and at most seventeen (17) directors and the past presidents who have participated to three (3) of the last five (5) annual meetings of the executive board.

The directors shall be elected by simple majority of the votes of the present members at the annual general meeting. Their position is for the duration of one (1) year. The reelection of the directors is unlimited. The general assembly can terminate their position at any time.

Article 18 : Nominations and vacancies

Nominations for positions on the Executive Board must be received by letter, fax or e-mail to the Executive Board, within forty (40) days after the announcement of the date of the annual general meeting.  Nominations for election will be only accepted from active members and from affiliate members and who have been members of the international non profit association for a minimum period of two (2) years.

In the event of a vacancy occurring of a Director during his position, the vacancy shall be filled by appointment by the Executive Board. The  Director appointed shall hold office only until the next Annual General Meeting. 

Article 19 : Power

The Executive Board shall have full power to initiate and transact all business necessary for the existance of the European Branch and the observance of its purposes, except those competences which, by the Law or this constitution are belonging to the general assembly.

All acts which engage the association shall be signed by the president and one officer, who shall not have to provide any evidence of their competence towards third parties. Furthermore, the executive board may assign special well described competences, on his responsibility, to one or more other persons.

The executive board shall act for the international non profit association as claimant or defender in lawsuits and will therfore be represented by the president and one officer appointed by the board.

Article 20 : Deliberation

The executive board shall have valid deliberation when the quorum of attendance  reaches three/ forth (3/4). Each member of the Executive Board shall be entitled to one vote. No proxy votes are permitted. A simple majority vote of those Executive Boardmembers responding to a question before the Board shall determine the question.

In case of cessation of votes, the presidential vote shall be decisive.

The call of the Executive Board is made by the president and when half of the directors demand for it. The demand shall be addressed to the president.

The calls shall be send at last forteen (14) days before the executive board meeting, except in case of emergency, which motive shall be justified in the minutes of the meeting. The calls shall mention the agenda, the date, the location and the hour of the meeting and shall be communicate by letter, fax, e.mail or other written way. If all the directors are present, no evidence of the foregoing call is requested. By each meeting, one director shall be appointed to take the minutes.

The minutes of the Executive Board shall be accepted by all present directors. The minutes shall be saved in a register, which register shall be kept at the seat of the international non profit association.

The meetings can take place in Belgium as well as in any other country.

Article 21 : President, Vice President, Executive Director, Treasurer

The Executive Board shall choose from his members a president, one or more vice presidents, a treasurer. The executive board can create commissions inside the international non profit association. The commissions shall be chaired by the president or by the first or second vice president.

The commissions have a role of support and advise.

The president is in charge with the supervision and co-ordination of all the activities of the international non profit association and the chairmanship of the meetings of the general assembly and the Executive Board. The president shall observe the strict compliance of the responsilbilities of the executive board and represent the international non profit association by all kind of events. Th elected president may succeed himself for only one more term.

In the absence of the President, the First Vice President shall be the Chief Executive Officer and shall act as such. The First Vice President shall act as Chairman of the the Resolutions Board and the Finance Board, together with the treasurer.

In the absence of the President and the First Vice President, the Second Vice President shall be the Chief Executive Officer and shall act as such. The Second Vice President shall act as the Chairman of the Education and Training Board.

The Executive Board shall appoint the Executive Director on an annual basis.

The Executive Director shall keep the records and minutes of the international non profit association, and shall maintain the roll of members, and all other documents or items of value entrusted to him. It shall be the Executive Director’s duty to receive and acknowledge all communications of the international non profit association addressed to him, or that may be submitted to him by the Officers or Executive Board. The Executive Director shall perform such duties as are assigned by the President, with respect of the Law and the constitution and bylaws.

The Treasurer shall be the custodian of the funds of the international non profit association. He shall disburse such funds by all valid currency as authorised and in a manner approved by the Executive Board for the purposes which promote the welfare and objectives of the international non profit association. He shall render a complete summary of all income, disbursement and balances whenever requested by the Executive Board and to the members at each Annual General Meeting.

Article 22 : Responsibility

The officers and directors have no personal liability concerning the engagements of the international non profit association. Their responsibility is limited to the accomplishment of the task they were given. The position of officer is nonpaid.

TITEL V. – Budgets and accounts

Article 23 :

The financial year of the international non profit association goes from first of Januari and is closed on December thirtyfirst of each year. At the end of each year, the executive board shall close the account of the exercise and shall be made the inventory and the balance, aswell as the budget. These shall be approved by the membership at the Annual General Meeting.

It shall take the signature of the Treasurer and an Officer and the approval of the executive board to make any expenditure from the account of the international non profit association.  All expenditures shall be funded through an Executive Board approved budget.  The yearly budget and it’s appropriation shall be approved by the membership at the Annual General Meeting.

TITEL VI. – Amendments of the constitution and bylaws

Article 24 :

The general assembly can only deliberate and take decisions with legitimacy when the amendments are explicitly mentioned in the call and when at least two-thirds (23) of the members are present or represented at the general meeting.
An amendment can only be granted with a majority vote of two-thirds (23) of the present or represented members.

(Article 25 : not mentionned)

Article 26 :

When an amendment  is related with the object or the purposes of the international non profit association, the decision will also require a quorum of presence of two-thirds (23) of the members and the amendment of the object shall only be lawfull when adopted by a majority of four-fifths (45) of the votes of the present or represented members.


Article 27 :

In case the quorum of presence of the two/thirds is not reached for the situations foreseen by the articles 25 and 26, a second meeting can be called at least fifteen (15) days after the first general meeting, which can currently deliberate and take decisions about the amendments of the constitution and/or the object, with respect of the quorum condition of two/thirds majority  of the present and represented members in case of an amendment of the constitution and bylaws and of an majority of four/fifths of the present and represented members in case of an amendment of the object.

Amendments of the constitution and bylaws shall only be effective after the agreement according to article 50 § 3 of the Law on the non profit associations, the international non profit associations and the foundations and after the publication in the enclosures of the Belgian Statute Book, according to article 51 § 3 of the same Law.

TITEL VII. – Dissolutionand liquidation

Article 28 : the liquidation

The international non profit association can be dissoluted by a dicision of the general assemby according to articles 26 and 27 of the constitution and bylaws. This means that a quorum of presence of two/thirds (2/3) of the members is required at the general meeting and the decision for dissolution of the international non profit association has the agreement of a majority of four/fifths (45).

After her dissolution, onaware it is a judicial or voluntary dissolution, the international non profit association continues to exist for her dissolution until the closure of it. In event of a voluntary dissolution, one or more liquidators shall be appointed out of the Executive Board by the general assembly, and in default by the court, and their competence and the way of liquidation of the debts and propreties shall be fixed. The net assets of the accountsbalancewill be transferred to an association or institution that strives for the same or a similar non profit object, after the decision of the general assembly.

Article 29 :

For all that is not foreseen in the above constitution and bylaws, there shall be handled in accordance with the Belgian Law of June twenty seventh nineteenhunderd  twenty one concerning the non profit associations, the international non profit associations and the foundations.

End – and Transitional Provisions

  • The first financial year will start at the day of the formation and will be closed at the thirtyfirst of December two thousand and eight.
  • The first annual general meeting will be held in two thousand and eight.

SPECIAL GENERAL MEETING

Immediately after this the members, present and represented as told, declare to meet in the special general meeting and decide with unanimity to fix the number of officers to three and to nominate at those appointments:

  • Mr. KOOIJMAN, Johannes Cornelis Bastiaan, also called Hans, employee, with the Dutch nationality, born at Rotterdam on May nineteenth, nineteenhunderd fiftyone, with residence at 2901 KJ Capelle a/d IJssel (The Netherlands), Wagnerstraat 33;
  • Mr. POSTMA, Abraham Linus Werner, employee, with the Dutch nationality, born at Helledorp on May twelft nineteen hundred fifty, with residence at 1273 LR Huizen (The Netherlands), Delta 25;
  • Mr. VAN VLASSELAER,  Prosper Walter, employee, with the Belgian nationality, born at Schaarbeek on August fifth, nineteen hundred fourtyfive, national number 4508005169-03, with residence at 1860 Meise, Vinkenlaan 19;

The officers declare to accept this office.

EXECUTIVE BOARD

And immediately after this the forenamed appointed officers, present and represented as told, declare to meet in the first Executive Board and take with unanimity the following decisions:

  • Is appointed as first Vice President and acting President of the Executive Board: Mr Johannes Cornelis Bastiaan, also called hans KOOIJMAN, forenamed;
  • Is appointed as Executive Director: Mr. Abraham Linus Werner POSTMA, fornamed;
  • Is appointed as Treasurer: Mr. Prosper walter VAN VLASSELAER, forenamed;

The forenamed persons declare also to accept their offices.

Declaration concerning the duty on records

Undersigned notary Vanden Eynde declares to have received the payment of ninetyfive euro (95,00 €) for duty on records.

WHEREFORE ACT AND RECORD

Done and certified at Meise, at the notarial office.
And after the reading the appearants and the officers, all present and represented as said have signed, with us, notary

KOOIJMAN H. (s.)
POSTMA W. (s.)
VAN VLASSELAER W. (s.)
VAN DEN EYNDE S (s.)


ANNEX I

KINGDOM BELGIUM
FEDERAL GOVERNMENTAL SERVICE OF JUSTICE

GENERAL DIRECTORSHIP OF LEGISLATION
FUNDAMENTAL RIGHTS AND
LIBERTIES

6/CH/15.533/S

ALBERT II, KING OF THE BELGIANS,
To all who are and will be,
Our salute.

In view of the Law of June 27th, 1921 concerning the non profit associations, the international non profit associations and the foundations, especially of the articles 46 and 50, §1, modified respectively by the articles 282 and 284 of the Programm Law of December 27th, 2004;

In view of the request of September 28th, 2007 with which the named J.C.B. KOOIJMAN, A.L.W. POSTMA, and P.W. VAN VLASSELAER, acting as officers of the international association “ International Association of Auto Theft Investigators – European Branch”, in short “I.A.A.T.I. – E.B.”, at 1860 Meise, have requested for the corporate personnality for the international association in incorporation;

In view of the authenticated act of September 28th, 2007;

In view of the accordance of the object with article 46 of the forenamed Law;

On recommandation of Our Minister of Justice,

We have take the decision and We deside:

Article 1. – to deliver the corporate personnality to the international association  “ International Association of Auto Theft Investigators – European Branch”, in short “I.A.A.T.I. – E.B.”, at 1860 Meise, Vinkenlaa, 19.

Article 2. – Our Minister of Justice is charged with the execution of this decision.

Given at Brussels, November 22d, 2007.

ALBERT (s.)

For the King:
The Minister of Justice
(s.) Laurette ONKELINX
For certified issue
The administrative assistant,
(s.)Charlotte SEVENANTS


ANNEX II

The authenticated notarial act of incorporation of the International Association of Auto Theft Investigators – European Branch, in short I.A.A.T.I. – E.B., international non profit association has been deposited at the Court of Commerce registry at Brussels on 18-12-2007

(s.) SOUDANT E., deputy clerk


ANNEX III

The International Association of Auto Theft Investigators – European Branch, in short I.A.A.T.I. – E.B., international non profit association receives the number of entreprise 0894.251.908.


ANNEX IV

The authenticated notarial act of incorporation of the International Association of Auto Theft Investigators – European Branch, in short I.A.A.T.I. – E.B., international non profit association has been published in the enclosures of the Belgian Statute Book on 28-12-2007, act nr. 187194.