Constitution

Article 1
This public utility body is called « Francqui Foundation ».

Article 2
The purpose of the Francqui Foundation is to support the development of higher education and scientific research in Belgium. It does not profess any doctrine of philosophical or scientific nature. It makes no distinction between scientists because of their beliefs, opinions, mother tongue or scientific institutions to which they belong.

Article 3
The registered office of the Francqui Foundation is in Brussels at the Egmont Street 11.
This office can be transferred to any commune of the Brussels agglomeration by a simple resolution of the Board of Directors, to be published in the Belgian Official Journal.

Article 4
The Francqui Foundation is managed and represented by a Board of Directors, made up of twenty members, a number that cannot be exceeded. In the event of the vacancy of a mandate of a Director, the successor is designated by co-optation. As long as, in the opinion of the Board, which is the only body competent in this matter to keep its present structure, three of these are designated by the « Belgian American Educational Foundation » keeps its present structure,  this Foundation will have the right to designate three members of the Board, one of which at least will have the Belgian nationality.

Article 5
The mandate of a member of the Board of Directors is of duration of five years, and is renewable except if the person concerned has reached the age of 75 years at the date of the renewal.
This mandate is not compatible with the holding of leading duty in one of our Universities.

Article 6
The Board is invested with the widest powers to make all administrative actions and provisions, which involve the Foundation. It can in particular, make all conventions, transactions and agreements to alienate, acquire or exchange all movable and immobile goods, to manage, alienate and use all valuables, to constitute all beams and hirings, to accept all gifts and legacies, subject to the approval of the government, to make all capital with receipts and returns, to contract all loans and to regulate their conditions, to set up and accept all mortgages with or without the clause of avoided way and all other guarantees, to give up real or personal rights, to give replevin front before or after payment of all privileged subscription or mortgages, transactions seizures, oppositions or other prevention, to exempt the registrar of mortgages to make registrations without consultation, to pleas plead as well while asking as while defending. The listing above is explanatory and not restrictive.

Article 7
The Board designates among its members a President and two Vice-Presidents.

Article 8
The president and the Vice-Presidents form the Bureau. This body can be extended by the addition of an Executive Director, who is chosen by it, and by other members of the Board of Directors.
The Bureau studies and submits to the Board of Directors any question of which this body should be seized. It fixes the agendas of meetings of the Board. It takes care of the execution of the resolutions of the Board of Directors. It appoints the administrative staff.

Article 9
The President convenes and chairs the Board of Directors and the Bureau. The convocations contain the agenda. When the Bureau cannot meet, the President and the Vice-Presidents, constituting a college, take all urgent decisions, which have to be submitted for approval by the Board at its next meeting. In the event of the absence of the President, one of the Vice-Presidents exerts all the functions of the presidency. The Executive Director is given the responsibility to ensure the daily management of the Foundation, under the conditions determined by the Board of Directors, to which it accounts for the achievement of his mission. The Board of directors can after having deliberated on it, to decide to remunerate the Executive Director within his function.
 

Article 10
All documents related to the questions submitted to the Board are held at the office of the Foundation, to the disposal of the members, from the day on which the convocations are sent.

Article 11
The Board’s resolutions are reached at the majority of the votes. In the case of a parity of votes, the vote of the President is determinative. Any Director prevented or absent can give a written delegation to another Director, without the possibility to represent more than one person.

Article 12
The deliberations of the Board are registered in reports signed by the President and the Executive Director, or the President and one of the Vice-Presidents, or by one of the Vice-Presidents and the executive Director. These official reports are kept in a special register. Two members of the Board, designated to this purpose, sign the copies or abstracts to be produced in Courts of Justice or elsewhere.

Article 13
Unless for special delegation, all acts involving the Foundation, other than the daily activities, are signed by the President or the executive Director, who do not have to justify to third persons of preliminary deliberation by the Board of Directors.

The Daily mail and the acts of daily management, such as receipt, endorsing and receipt of cheques, as well as the discharges towards the administration of railways, post and telegraph can carry either the signature of the President or that of the Executive Director, without harm to the delegations they can be able to sign.

Article 14
The actions in Courts of Justice, as well while requiring as while defending are followed in the name of the Foundation by its Board of Directors.

Article 15
The Board of Directors can alter the Constitution. No change will be accepted if it has not been the object of two deliberations, of which the second one confirms the first.

Article 16
The Board will not be able to deliberate validly about a modification of its Constitution if at least two third of its members are not present. Changes will not be adopted if the majority of Directors in function does not approve them.

All modifications of the Constitution are to be submitted to the King for approval.
Deliberation on proposed modifications of the Constitution of the Foundation are mentioned on the agenda, at least one month before the opening of the debates related to these questions.

Article 17
In the event of dissolution of the Foundation, whatever the cause may be, the Board of Directors will decide on the allocation of its assets.

Article 18
Mr. Emile Francqui states that he assigns to the Foundation a capital of one thousand francs.

Article 19
The rights are acquired to the Foundation as of this day.