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

At Extra General Board meeting 29 Mars 2017, constitution and bylaws as follows:

TITLE I. – NAME – REGISTERED OFFICE - PURPOSE - DURATION.

Article 1: Name.

The International Non-Profit Association bears the name "International Association of Auto Theft Investigators - European Branch" International Non-Profit Association, in short "I.A.A.T.I.- E.B".

The association is incorporated under Belgian law and falls within the scope of the Law of twenty seven June nineteen hundred twenty-one, Title III “International Non-Profit Associations”, as amended.

The name of the Association can be changed provided that the forms, quorum and majority requirements applicable for the amendment of articles of association shall be respected.

The name of the International Non-Profit Association shall not be used publicly by any member other than using the membership card for identification purposes. Any other use without the preliminary, express and written authorization from the board of directors, is prohibited.

Neither the officers nor the members of the International Non-Profit Association may use the name of the International Non-Profit Association to promote any product and/or service. The seal or logo of the International Non-Profit Association shall not be used in any advertisement of any product or service without preliminary and written authorization of the Board of Directors and, in that case, exclusively if completely subordinate and in close connection with the non-profit purpose of the Association.

Article 2: Registered office.

The registered office of the Association is located at 9820 Merelbeke (Belgium), Bergstraat 50.

The International Non-Profit Association falls within the remit of the judicial district Gent and has the Belgian nationality.

The registered office of the Association can be changed inside the Belgian territory provided that the forms, quorum and majority requirements applicable for the amendment of the articles of association shall be respected.

The International Non-Profit Association can establish offices in Belgium and/ or outside the Belgian borders.

Article 3: Purpose.

The International Non-Profit Association does not have a profit purpose, neither for itself, nor for its members.

The purpose of the Association is:

- to promote to the largest extent the cooperation with all police – and judicial services, individuals, agencies, (international) associations, organizations that are engaged in the prevention, detection and suppression of vehicle theft and related crimes;

- to unite for mutual benefit of 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 related to the prevention, detection and suppression of vehicle theft and related crimes with observance of the legal framework and respect of the professional secrecy;

- to encourage high practical professional standards among the 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 is directly or indirectly related to the realization of its purpose.

Article 4: Duration.

The International Non-Profit Association is incorporated for an indefinite period.

TITLE II. – The members.

Article 5: Membership.

The International Non-Profit Association recognizes different sorts of members, namely active members and honorary members.

Membership is only available in a personal name and accessible for all nationalities. A register of the active and honorary members is held at the registered office of the International Non-Profit Association. The International Non-Profit Association hereby agrees to observe the Law of eight December nineteen hundred ninety-two on the protection of privacy in relation to the processing of personal data. The active membership is linked with the payment of an annual membership contribution, which is determined by the board of directors on a yearly basis and announced at the annual general meeting. The number of members is unlimited. The number of active members may not be less than three.

Article 6: The active members.

Any representative of a duly authorized Law Enforcement Agency, public civil servants employed full time in a Vehicle Registration Function or other official organizations for vehicle regulation, administrators and employees of any Insurance Crime Prevention Panel or similar organizations, representatives of any company, business organization or other organization 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 any person honorary dismissed 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 Board of Directors of the International Non-Profit Association. The application shall be accompanied with a first recommendation by a current member and a second recommendation by a member of the Board of Directors.

The final decision with respect to the accession as an active member shall be taken by the Board of Directors at its sovereign discretion. Requests for memberships that are refused shall be notified in substantiated and written form to the candidate active member.

Active members have the right to participate and vote at the General Assembly. They can apply to become a member of the Board of Directors and/ or other offices of the International Association.

Article 7: 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 Board of Directors at the annual General Meeting and shall be approved by a majority vote of the members present at the General Meeting.

 All past Presidents shall become honorary members after their term of office as President.

Any honorary member shall have all the privileges of an active member but will be exempted from the annual membership contributions.

Article 8: Annual contribution.

All contributions shall be payable directly to the International Non-Profit Association before the first of April each year. Failure to pay contributions within one month of the due date shall result in the suspension of the membership.

Article 9: Termination.

Membership in the International Non-Profit Association shall be terminated by:

1.       the right for any member to voluntary resign from the International Non-Profit Association, by means of a written voluntary resignation notified to the Board of Directors;

2.       the decease of the active member;

3.       the fact that an active member is in arrears with its contributions or other obligations to the International Non-Profit Association and after being reminded by the International Non-Profit Association, the resignation is due automatically;

4.       the vote by two thirds (2/3rds) majority of the present or represented members of the Board of Directors when, in its discretion, it determines that a member has exhibited conduct in breach 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 by the Board of Directors.

The Board of Directors may also place on probation or suspend the membership of any member pursuant to a two thirds (2/3rds) majority vote within the Board of Directors. The resigning or excluded member neither can lay a claim on the possessions of the Association, nor demand the reimbursement of the paid contributions and/or donations. The resigning or excluded member cannot require payment for supplied services. The same applies for the title holder of a deceased member.

A resigning or excluded member, or the title holder of a deceased member cannot demand access to the Association’s records, accounts, bookkeeping, register, etc. Neither can they affix seals or demand an inventory. Moreover, the resigning or excluded member has no longer a legitimate interest to challenge the decisions of the offices of the International Non-Profit Association.

Article 10: access right.

At the registered office, all the members can access the register of the members of the International Non-Profit Association, as well as the minutes of the Board of Directors 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 Board of Directors, with mention of the records that the member wants to consult. A right of access to minutes of the Board of Directors can be granted to the active members, unless the access to the minutes of the Board of Directors would conflict with the interests of the International Non-Profit Association or would be confidential. The refusal of access shall always be substantiated by the Board of Directors.

The active member shall not abuse the information to which he has access while exercising its right of access and it shall only use this information in the context of its rights as a member of the International Non-Profit Association. disclosing 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.

TITLE III – THE GENERAL MEETING.

Article 11: competences.

The General Meeting is composed by all the members of the International Non-Profit Association (active- and honorary members), who each have one vote. 

The General Meeting has the largest competences for the realization of the purpose of the International Non-Profit Association.

It shall be the exclusive competence of the General Meeting to:

1.       modify the Articles of Association;

2.       nominate or dismiss the directors;

3.       nominate or dismiss the statutory auditor, in case that they are present at the International Non-Profit Association;

4.       grant discharge to the directors and statutory auditors;

5.       approve the budget and the annual accounts;

6.       dissolve the Association;

7.       appoint the liquidator(s).

Article 12:

A General Meeting shall be held at least once a year. All the members have the right to participate to the annual general meeting and to vote on the points on the agenda. The members can be represented by another member of the International Non-Profit Association. Each member can represent only one other member, provided that it has an express written power of attorney.

Article 13: Calling.

The General Meeting shall be called by the Board of Directors and the Board of Directors is obliged to call the extraordinary general meeting in the case at least one/fifth of the members request to do so. Such request shall include the points of the agenda for which the Extraordinary General Meeting is called for.

The invitation to the meeting shall mention the agenda, the date, the location and the hour of the General Meeting and shall be communicated through the EB-IAATI website, by letter, fax, email or other written means. If all members are present, no evidence of the invitation is required.

Only the points of the agenda mentioned on the invitation shall be discussed, unless all members are present and a consensus is reached between the present members to treat the non-mentioned agenda point at the General Meeting.

The call shall be done at last sixty (60) days before the General Meeting, exceptionally this term is reduced to fifteen (15) days in the hypothesis of Article 30 of these Articles of Association.

Article 14: Deliberation.

The General Meeting is chaired by the President of the Board of Directors. All members have an equal voting right.

Except for the cases foreseen by these Articles of Association, all the decisions will be taken by the simple majority of the present and represented members, without the requirement of a quorum of presence. The decisions of the General Meeting shall be communicated to all the members; the communication occurs by letter and/or fax and/or electronic mail and/or announcement on the website of the Association.

Article 15: Minutes.

The decisions of the General Meeting are registered in the register of the minutes and shall be signed by the President and a member of the Board of Directors. The register is kept at the registered office of the Association.

TITLE IV – THE BOARD OF DIRECTORS.

Article 16: Board of Directors.

The Association is administered by the Board of Directors composed by at least three (3) and at most seventeen (17) directors.

The directors shall be elected by simple majority of the votes of the members present at the Annual General Meeting. Their position is for an indefinite duration except resignation or dismissal. The directors can be re-elected for an unlimited number of times. The General Meeting can terminate their mandate at any time.

Article 17: Applications and vacancies.

Applications for a position within the Board of Directors must be sent by letter, fax or e-mail to the Board of Directors within forty (40) days following the announcement of the date of the Annual General Meeting.  Applications for vacancies will be only accepted if the candidates have been member of the International Non-Profit Association for a minimum period of two (2) years.

In the event of a vacancy during the mandate of the Director’s position, the vacancy may be filled in by appointment by the Board of Directors. The temporary Director shall be in office only until the next Annual General Meeting. 

Article 18: Competences.

The Board of Directors is competent for all affairs of administrative nature and has the power to initiate and transact all acts useful for the accomplishment of the purposes of the International Non-Profit Association, except those affairs that belong, by Law or by these Articles of Association, to the General Meeting.

Furthermore, the Board of Directors may, at its own responsibility, assign particular and clearly defined competences to one or more other persons or delegate the daily management of the International Non-Profit Association to a body of daily management according to Title V of the Articles of Association.

Article 19: Deliberation.

The Board of Directors shall validly deliberate if more than 50% of its members are present. Each member of the Board of Directors has one vote. Votes by proxy are not allowed. The decisions of the Board of Directors are taken by simple majority.

In case of a tie vote, the vote of the President shall be decisive.

The Board of Directors is convened by the President and when half of the directors request to do so. The demand shall be addressed to the President.

The invitations shall be sent at least fourteen (14) days before the meeting of the Board of Directors, except in case of emergency, of which motive shall be justified in the minutes of the meeting. The invitations shall mention the agenda, the date, the location and the hour of the meeting and shall be notifies by letter, fax or email. If all the directors are present, no evidence of the fulfilment of the calling obligations is required. Each meeting, one director shall be appointed to take the minutes.

The minutes of the Board of Directors shall be signed by all directors present. The minutes shall be kept in the register of minutes, which shall be kept at the registered office of the International Non-Profit Association.

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

Article 20: President, Vice-President, executive director, treasurer.

The Board of Directors shall elect among its members a President, one or more Vice-Presidents, a Treasurer. The Board of Directors can create commissions within the International Non-Profit Association.

The commissions have a role of support and advise.

The President is competent for the supervision and co-ordination of all the activities of the International Non-Profit Association and the chairmanship of the meetings of the General Meeting and the Board of Directors. The President shall supervise on the strict compliance of the responsibilities of the Board of Directors and represent the International Non-Profit Association on all kind of events. The president is elected for a a fixed and non-renewable term of term of two years. In the absence of the President, the First Vice President shall be the President and shall act as such. In the absence of the President and the First Vice President, the Second Vice President shall be the President and shall act as such.

The Board of Directors 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 register of the members, as well as all other documents or items of value entrusted to him. The Executive Director receives and acknowledges all notifications to the International Non-Profit Association addressed to him, or that may be submitted to him by the directors or Board of Directors. The Executive Director shall perform the duties entrusted by the President, within the limits of the Law and the Articles of Association.

The Treasurer shall be the custodian of the funds of the International Non-Profit Association. He shall release such funds by all valid payment methods as defined by the Board of Directors for the purposes that promote the welfare and purposes of the International Non-Profit Association. He shall render a complete summary of income, disbursement and balances whenever requested by the Board of Directors and to the members at each Annual General Meeting.

Article 21: Liability.

The directors have no personal liability with respect to the engagements of the International Non-Profit Association. Their liability is limited to the accomplishment of their duties. The mandate of director is not remunerated.

TITLE V – DAILY MANAGEMENT.

Article 22: Composition.

The Board of Directors may entrust its duties related to the daily management to a body of daily mangement, composed by at least three Daily Managers.

Article 23: Appointment.

The daily managers will be appointed by simple majority of the votes present at the meeting of the Board of Directors.

Article 24: Competences and duration.

The Daily Management can act in matters of daily management, including the fulfillment of all secretarial, legal and tax obligations of the International Non-Profit Association vis-à-vis the various public authorities as well in matters of minor importance or urgent matters within the International Non-Profit Association. Within the limits of this competence, the Daily Management can legally represent the International Non-Profit Association, including in judicial matters.

The Daily Managers will be appointed for an indefinite period, except in case of dismissal or resignation. Daily Managers can be re-elected. The mandate of Daily Manager is not remunerated. The Daily Managers exercise their powers as a board.

Article 25: End of mandate

The mandate of Daily Manager ends automatically when the term of the mandate of the Daily Manager has expired or in case of decease of the Daily Manager.

Each daily Manager can resign at any moment.

The resignation has the form of a written notice and is sent to the Board of Directors.

The resigning Daily Manager does not have to observe a term of notice.

A Daily Manager can be dismissed by the Board of Directors at any time and with a simple majority of the votes.

TITLE VI – REPRESENTATION.

Article 26.

The International Non-Profit Association is represented towards thirds, in justice or in deeds, including those deeds that require the intervention of a public servant or a notary represented by the President and a director acting jointly.

Within the limits of the daily management, the International Non-Profit Association is also validly represented by two Daily Managers, acting jointly. Moreover, the International Non-Profit Association validly represented by special proxy holders, acting within the limits of their mandate.

Outside the Belgian territory, the International Non-Profit Association is validly represented by each person designated to do so by the Board of Directors.

TITLE VII – BUDGETS AND ACCOUNTS.

Article 27.

The financial year of the International Non-Profit Association starts on the first of January and ends on December thirty first of each year. At the end of each financial year, the Board of Directors shall close the accounts of the financial year and shall the inventory and the balance shall be made, as well as the budget for the next financial year. These shall be submitted for approval to the Annual General Meeting.

All expenditures from the account of the International non-Profit Association require the signature of the Treasurer and a Director and the approval of the Board of Directors.  All expenditures shall be funded through a budget approved by the Board of Directors. The yearly budget and it’s use shall be approved by the members at the Annual General Meeting.

TITLE VIII – AMENDMENTS TO THE ARTICLES OF ASSOCIATION.

Article 28.

The general assembly can only deliberate decide when the amendments are explicitly mentioned in the invitation to the meeting.

An amendment can only be passed with a majority vote of two-thirds (2/3) of the members present or represented.

Article 29.

When an amendment is related to the object or the purposes of the International Non-Profit Association, the decision will require a quorum of presence of two-thirds (2/3) of the members and the amendment of the object shall only be passed when adopted by a majority of four-fifths (4/5) of the votes of the members present or represented.

Article 30.

In case the quorum of presence of two/thirds is not reached for the situations foreseen by Article 31, a second meeting can be called at least fifteen (15) days after the first General Meeting, which can then deliberate and take decisions on the amendments of the Articles of Association and/or the purpose, respecting the two/thirds decision quorum of the members present or represented in case of an amendment of the Articles of Association and a decision quorum of four/fifths of the members present or represented in case of an amendment of the purpose according to Article 31.

In case the amendments to the Articles of Association require any approval in accordance with Article 50 § 3 of the Law on the Non-Profit Associations, the International Non-Profit Associations and the Foundations, such amendments will have effect as of such approval.

TITLE IX – DISSOLUTION AND LIQUIDATION.

Article 31: Dissolution.

The International Non-Profit Association can be dissolved by a decision of the General Meeting according to Articles 29 and 30 of the Articles of Association.

After its dissolution, the International Non-Profit Association continues to exist for its dissolution until the closing of the liquidation, regardless if the dissolution is judicial or voluntary. In the event of a voluntary dissolution, one or more liquidators shall be appointed by the General Meeting amongst the members of the Board of Directors and in the absence of such decision by the General Meeting, by the court. Their competences and the way of liquidation of the assets and liabilities shall be determined as well. The net assets of the accounts balance will be transferred to an association or institution that strives for the same or a similar non-profit purpose, after the decision of the General Meeting.

Article 32.

All matters that are not governed in these Articles of Association shall be governed by the Belgian Law of twenty-seven June, nineteen hundred twenty-one on the Non-Profit Associations, the International Non-Profit Associations and the Foundations, as amended.

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.