SECTION I - FORMATION
Article 1 Foundation
A non-profit association established in 2002 by the following founding member companies:
The Association’s name is “Aviation Security Services Association- International” asbl, known by its abbreviation as “ASSA-I”.
The Association is governed by the Belgian Law on non-profit associations especially by the Belgian Code of Companies and Associations.
Article 2 Duration
The lifetime of the Association is unlimited.
Article 3 Registration
The registered office of the Association is established in Belgium, Kunstlaan / Avenue des Arts 56 – 1000 Brussels in the Brussels Region.
The General Assembly may decide to transfer its registered office to another place in Belgium.
The Association is registered with the Crossroads Bank for Enterprises under the number BE0892.263.210
The Association’s website is https://www.assa-i.org.
SECTION II - PURPOSE OF THE ASSOCIATION
Article 4 Purpose
The Association’s purpose is to represent its members and promote their interests in the protection and surveillance within the aviation industry. The main values on which the Associations shall build its policy and positions are compliance, quality, safety, trust.
The Association may engage in any acts that are directly or indirectly associated with the Association’s purpose. More specifically, the Association may provide support to and participate in any activity similar to its own.
In order to meet its objectives, the Association shall, among others:
- Gather and disseminate relevant data and information to the extent and in a format allowed by the law, including on data protection and competition;
- Carry out and cooperate to research on subjects relevant to its members;
- Represent its members’ interests with European and International organisations and stakeholders;
- Formulate guidelines and recommendations, write position papers and white papers;
- Establish and maintain relations with relevant stakeholders, public and private;
- Communicate its positions to its membership and stakeholders, for example through publications, speeches, public relations, events and conferences;
- Contribute to the development of standards and guidelines at European and International level;
- Be a member of other relevant associations.
Article 5 - Representation
The Association enjoys a legal personality. Its Board of Directors, its Chairperson and its Director General, in accordance with article 15, have the power to bind the Association vis-à-vis third parties and to represent it in deeds, as well as in court actions.
SECTION III - ADMISSION - RESIGNATION - CANCELLATION
Article 6 - Composition
The Association is comprised of private security companies that engage in the protection and surveillance within the aviation industry, such as airlines and airports but not limited to. The Association must have at least four members.
Article 7 - Conditions for admission
To join the Association, and at all times during their membership, the companies mentioned in Article 6 must comply with the following conditions:
Article 8 - Application for admission
Applications must be submitted in writing or by email to the Board of Directors or to the Director General. The Board shall vote on the membership application. The Board shall not justify its decisions to third parties. The authorized membership shall be considered valid upon receipt of the full amount of the membership fee for the current year.
Article 9 – Membership Termination
Membership may be terminated through:
- Voluntary withdrawal at any time and upon receipt of a registered letter or e-mail with acknowledgement of receipt addressed to the Chairperson, the Board of Directors or the Director General;
- Any member, which does not pay its membership fee or other financial contributions incumbent on it within 90 days of invoice date, is deemed to have resigned, subject to a decision by the Board of Directors.
- Exclusion by a reasoned decision of the General Assembly.
In case of loss of membership after 30 June, the member is obliged to pay the membership fee determined by the General Assembly for the next year.
In case a member of the Association that previously lost membership reapplies for membership, it can only do so after having settled all outstanding contributions and debts, unless the Board decides otherwise, and must be fully compliant with the conditions of admission.
SECTION V - RIGHTS AND OBLIGATIONS OF THE MEMBERS
Article 10 Rights
The logo of the Association may be used by its Members to inform other parties of their affiliation with ASSA-i, including on commercial documents. For any other use, Members shall ask the authorization to use the logo to the Board of Directors or to the Director General.
Article 11 Obligations
Being a member of the Association implies complete acceptance of these Articles of Association and of all of the decisions made by the General Assembly or by the Board of Directors pursuant to these Articles of Association, as well as a commitment to perform all of the obligations stipulated therein or resulting therefrom.
A member that does not perform the Association’s obligations shall receive a recommendation from the Board of Directors to take the necessary measures within a reasonable time.
SECTION VI - RESOURCES - FISCAL YEAR
Article 12
The amount of the membership fees and payment terms shall previously be determined by the General Assembly based on a proposal submitted by the Board of Directors.
The amount of the membership fees shall not exceed the annual sum of €500,000 euros (year 2022) indexed-linked with the Belgian consumer price index.
The fiscal year begins on 1 January and ends on 31 December of each year.
The General Assembly shall appoint a Treasurer, who shall supervise the accounts and prepare the budget. The Treasurer is supported by the Director General and the Accountant in this task.
SECTION VII - ADMINISTRATION
Article 13 - Board of Directors
A Board of Directors shall be appointed by the General Assembly for a mandate of 3 years that may be renewed.
The Board of Directors is comprised of between 5 and 10 directors.
Members of the Board of Directors are appointed and revoked by a decision of the General Assembly.
The Board of Directors shall appoint among its members a Chairperson a Vice Chairperson and a Treasurer. The term of their mandate is three years and may be renewed.
The Chairperson of the Board of Directors is also the Chairperson of the Association and the Chairperson of the General Assembly.
The Board of Directors may designate an Honorary Chairperson, who is allowed to participate in the meetings of the Board of Directors and the General Assembly, as well as any expert meeting of the Association, unless the Board of Directors decides otherwise; he/she shall not have voting rights. The Honorary Chairperson shall not be allowed to represent the Association, unless the Board of Directors specifically mandates him/her to do so. He/she is designated ad personam and, as a result, shall not be required to pay a membership fee. (S)he shall comply with the Association’s rules and values, in the same way as the other Board Members. The Board of Directors has the right to revoke the Honorary Chairperson.
Article 14 - Authority and operation
The Board of Directors is responsible for the Association’s management and administration. The Board of Directors shall be competent for all powers not expressly reserved to the General Assembly by law or by the Articles of Association.
The Board of Directors shall meet when convened by the Chairperson, who may ask the Director General to send notices of convocation.
It meets as often as required by the Association’s interests. It must be convened if at least two directors so request.
The notice of convocation must be sent by e-mail, five calendar days in advance.
If a member is temporarily unable to perform its duties, it may give power of attorney to another member of the Board of Directors.
Each director has the right to one vote. The Board of Directors’ decisions must be approved by a 2/3 majority of the votes of the directors present or represented.
The Board of Directors’ decisions are signed by the Chairperson and those directors who so wish.
The Board of Directors may delegate the Association’s day-to-day management to one or more persons, who need not to be directors or members, acting either individually, or jointly, or as part of the Board. The Board of Directors is free to revoke the powers thus delegated.
Article 15 - General Secretariat
The Board of Directors may appoint a Director General who shall perform the functions of the Association’s General Secretariat. The Director General’s term of office is open-ended. The Director General is appointed and revoked by the Board of Directors.
The Association’s Director General has an observer status on the Board of Directors and serves as its Secretary but does not have the right to vote.
The Director General organises the meetings of the Board of Directors, of the General Assembly, attends them and prepares the agenda and minutes thereof.
(S)he is responsible for the implementation of the Association’s decisions and for the day-to-day management of the Association, under the Chairperson’s authority. In order to ensure the day-to-day management of the Association, (s)he is authorised to represent it vis-à-vis third parties. For example (s)he is authorised to conclude contracts, make payment, open and close bank accounts and execute general financial, administrative and management tasks. (S)he is authorised to delegate certain tasks to one or more person employed by the Association.
The Director General shall perform any specific task entrusted to her/him by the Chairperson, the Board of Directors or the General Assembly within the limits of her/his attributions, as outlined in her/his contract.
The Director General shall inform the members about the activities of the Association and distribute reports of meetings that (s)he attends on its behalf.
Article 16 - General Assembly
The General Assembly is comprised of the members of the Association. It is chaired by the Chairperson of the Board of Directors, or, in the latter’s absence, by the vice Chairperson.
The General Assembly’s powers include the right:
a) to modify the Articles of Association and to decide to dissolve the Association pursuant to applicable laws;
b) to appoint and revoke the members of the Board of Directors;
c) to appoint and revoke the Chairperson, the Vice Chairperson and the Treasurer upon proposal by the Board;
d) to give discharge to the members of the Board of Directors for the Association’s activity and performance;
e) to approve the budgets and accounts each year;
f) to determine the amount of the membership fee;
g) to exercise all of the powers arising from the law or from the Articles of Association.
The General Assembly is held each year before the end of the first semester.
If this is necessary, a General Assembly may also be convened at any time or if convened by the Chairperson or requested by one-fifth of the members, to decide on any points on which the General Assembly is competent.
Any General Assembly shall be held in person or online on the date and at the time and place or online platform indicated in the invitation.
Invitations are sent by the Board of Directors by e-mail, to each member. The Board of Directors may delegate this task to the Director General.
The invitation includes the agenda. The General Assembly may only deliberate on the points listed on the agenda. Any proposal supported by a number of members at least equal to one twentieth is placed on the agenda.
The General Assembly’s decisions are approved by a majority of 2/3 of the votes cast by the members present or represented but not counting the abstentions, with the exception of the modification of the object or non-profit purpose of the Association which requires a 4/5 majority of the aforementioned votes.
The General Assembly can only validly deliberate and decide on statutory amendments if at least 2/3 of the members are present or represented at the Assembly.
If the latter condition is not met, a second convocation shall be necessary and the new meeting shall deliberate and decide validly, regardless of the number of members present or represented. The second meeting may not be held within fifteen days after the first meeting.
The General Assembly’s decisions are officially recorded in a registry of minutes, signed by the Chairperson and Director General, and by the members of the General Assembly who have expressed the wish to do so. This registry is kept at the head office or is available on the Association’s Intranet, where all of the members can consult it, but without moving the registry. These decisions shall be sent by mail or by email to those third parties who so request.
SECTION IX – WINDING UP - INTERNAL REGULATIONS
Article 17 Winding up
The General Assembly may only validly deliberate on the winding up of the Association under the same conditions as those provided for the modification of the object or the non-profit purpose of the association stipulated in Article 16.
If the Association is winded up, the General Assembly appoints the liquidator(s), stipulates their powers and decides on the allocation of any remaining assets of the Association to one or more organisations that aim to promote aviation security on a non-profit basis.
The Court may, at the request of a member, an interested third party or the Public Prosecutor, dissolve the Association for one of the failures referred to in Article 2:113 of the Belgian Code of Companies and Associations.
The Court pronouncing the dissolution may either order the immediate closure of the winding up or appoint one or more liquidators. In the latter case, the Court shall determine the powers of the liquidators and the method of winding up.
Article 18 Internal Regulations
If it appears necessary, the Board of Directors shall establish internal regulations, which may be modified by a simple decision of the Board of Directors. These internal regulations shall have an effect and a value identical to those of the Articles of Association. They may not contradict the present Articles of Association or modify the additional statutory provisions.