Article 1. Name
The public utility foundation, which was created by Royal Decree of February 25, 1932 (Annexes to the Moniteur belge of February 27, 1932) and whose Articles of Association were amended by Royal Decree of July 26, 1965 (Annexes to the Moniteur belge of September 2, 1965), by Royal Decree of March 4, 1969 (Annexes to the Moniteur belge of April 10, 1969), by Royal Decree of December 13, 1985 (Annexes to the Moniteur belge of February 26, 1986) and by decisions of the Board of Directors of June 29, 2005 (Annexes to the Moniteur belge of July 19, 2005) and October 2, 2014 (Annexes to the Moniteur belge of December 12, 2014), is named « Fondation Francqui » (hereinafter « Foundation »), after its founder Emile Francqui, born in Brussels on June 25, 1863 and deceased in Overijse on November 18, 1935.
Article 2. Purpose
The purpose of the Foundation is to promote the development of research and scientific exchange in Belgium.
It does not profess any philosophical or political doctrine.
It makes no distinction between scientists and researchers, notably on the grounds of their beliefs, opinions, gender, mother tongue or the scientific establishment to which they are attached.
Article 3. Activities (Moniteur belge 03/05/2018)
In order to achieve its objectives, the Foundation’s main activities are as follows :
– the Foundation assigns
– as the case may be, one or two prizes each year, rewarding the merits of a personality whose scientific activity is located in Belgium successively in three fields: medicine (Francqui-Collen Prizes awarded in fundamental medicine and clinical medicine), exact sciences (Francqui Prize) and human sciences (Francqui Prize).
– Chairs, which Belgian universities may propose to organize on an annual basis, under which a Belgian or foreign professor is invited to give a series of seminars at the university.
– International Chairs, enabling at least two Belgian universities each year to invite foreign scientists to give a series of lectures, including an inaugural lesson, and to participate actively in the scientific life of these universities.
– Research mandates, offering young professors or researchers at Belgian universities, whose research is of exceptional quality and who enjoy an international reputation, the opportunity to temporarily reduce their teaching load so that they can devote more time to their research activities at their home university.
– the Foundation collaborates with the Belgian American Education Foundation, Inc. in its scholarship program for Belgian university students who wish to study at an American university.
The Board of Directors lays down the terms and conditions of this assignment and collaboration.
In order to achieve its purpose, the Foundation may carry out any operation directly or indirectly related to its purpose, or which may facilitate the achievement of its purpose or contribute to its development.
Article 4. Head office
The Foundation’s registered office is located at 11 Rue d’Egmont, 1000 Brussels.
It may be transferred to any other address in the Brussels judicial district by simple decision of the Board of Directors.
Email address: firstname.lastname@example.org
Article 5. Duration
The Foundation is established for an unlimited period.
Article 6. Heritage
– The Foundation’s assets are those allocated to it at the time of its creation, plus any donations that have been or will be made to it.
– These assets include the funds donated to the Foundation by the Désiré Collen Foundation, which are accounted for under the name « Fonds Collen-Francqui » (« Collen-Francqui Fund »). These funds are used to finance the Foundation’s activities in the field of bio-medicine (life sciences) and, in particular, the Francqui-Collen Prizes awarded every three years in this field.
Article 7. Board of Directors – Powers
The Board of Directors is vested with the broadest powers to carry out all acts of administration and disposal necessary or useful to the realization of the Foundation’s purpose.
It may, in particular, enter into all agreements, transactions and compromises, dispose of, acquire and exchange all movable and immovable property, manage, dispose of and re-invest all assets, enter into all lease or rental agreements, accept all gifts and bequests subject, where applicable, to the approval of the Minister of Justice or his delegate, make all investments of funds, receipts and income, take out all loans and regulate the terms thereof, constitute and accept all mortgages with or without a parry clause and all other guarantees, waive all real or personal rights, discharge before or after payment all preferential or hypothecary registrations, transcriptions, seizures, oppositions or other impediments, dispense the registrar of mortgages from taking automatic registrations, plead both as plaintiff and defendant.
The above list is enunciative and non-limitative.
The Board of Directors may delegate some of its powers to one or more of its members or to one or more third parties.
Article 8. Board of Directors – Composition – Appointment – Termination of office
The Board of Directors comprises at least 3 members.
The « Désiré Collen Foundation » has the right, after consultation with the Chairman of the Foundation, to propose two directors to the Board of Directors.
As long as the Belgian American Educational Foundation Inc. retains its present structure, this foundation has, after consultation with the Foundation’s Chairman, the right to suggest the names of three directors.
If a director’s term of office falls vacant, a successor may be appointed by co-optation by the Board of Directors; the director thus appointed completes the term of office of the director he replaces.
The Board of Directors appoints a Chairman and two Vice-Chairmen from among its members.
Directors are appointed for a five-year term and may be re-elected, except in the case of directors who have reached the age of 75 by the date of re-election. In exceptional circumstances, the Board of Directors may grant an extension of a director’s term of office beyond this age limit.
The term of office of a director expires on expiry of the term, resignation, dismissal, death or in the event of civil incapacity or placement under provisional administration.
A director may be removed from office to sanction any action or omission seriously prejudicial to the Foundation’s interests. It is decided by the Board of Directors by a simple majority of votes, the majority of directors being present or represented. The director concerned does not take part in the deliberations, but has the right to be heard beforehand by the Board of Directors.
Article 9. Bureau
The Chairman and Vice-Chairmen of the Foundation constitute the Bureau.
This college is enlarged to include the Executive Director, and may also include other directors appointed by the Board of Directors on the proposal of the Chairman.
One of the two directors proposed by the « Désiré Collen Foundation », appointed in the same way, is a member of the Bureau.
The Bureau, convened by the Chairman, examines and submits to the Board of Directors all matters requiring its attention. It sets the agenda for Board meetings. It ensures that the Board’s decisions are carried out. It appoints the administrative staff.
Article 10. Financial Committee
The Chairman appoints the members of the Finance Committee, including one of the two directors proposed by the « Désiré Collen Fondation ».
This committee manages the Foundation’s assets.
Article 11. Board of Directors, Bureau and Finance Committee – Meetings
The Chairman convenes the Board of Directors, the Bureau and the Finance Committee. He chairs them.
Notices of meetings include the agenda.
All documents relating to matters submitted to the Board of Directors are made available to Board members at the Foundation’s head office, from the day the notice is sent out.
Any director who is unable to attend or is absent may give written proxy to another director to represent him/her at a meeting of the Board of Directors, but no single director may represent more than two directors who are unable to attend or are absent.
When the Board of Directors is unable to meet, the Chairman and Vice-Chairmen, sitting as a college, take all urgent measures, unless the matter is referred to the Board at the next meeting.
If the Chairman is unable to act, the oldest Vice-Chairman performs all the duties of the Chairman.
Article 12. Board of Directors, Bureau and Finance Committee – Deliberations and decisions
The members of the Board of Directors, the Bureau and the Finance Committee exercise their powers in a collegial manner.
Unless otherwise stipulated in these articles of association, the Board of Directors, the Bureau and the Finance Committee deliberate validly regardless of the number of members present or represented, and take decisions by a simple majority of votes. Each member has one vote. In the event of a tie, the Chairman has the casting vote.
The deliberations of the Board of Directors are recorded in minutes signed by the Chairman and the Executive Director, or by the Chairman and one of the Vice-Chairmen, or by one of the Vice-Chairmen and the Executive Director. These minutes are recorded in a special register. Copies or extracts for legal or other purposes are signed by two Board members appointed by the Board for this purpose.
The deliberations of the Bureau and the Finance Committee are the subject of a report.
In the event of a conflict of interest on the part of a director in relation to a decision submitted to the Board of Directors, the Bureau or the Finance Committee, that director shall inform the other members prior to deliberation on the decision in question. He/she takes no part in the deliberations or votes relating to this decision. His reasoned statement is appended, as appropriate, to the minutes of the Board of Directors or to the report of the Bureau or the Finance Committee.
The office of director is incompatible with the exercise of a managerial function in a Belgian university.
Article 13. Delegation of day-to-day management
An Executive Director, chosen from among the directors, is responsible for the day-to-day management of the Foundation.
The Board of Directors decides on the appointment, dismissal and termination of the Executive Director, by a simple majority of members present or represented.
The Executive Director reports to the Board of Directors on the performance of his duties.
In the exercise of his day-to-day management function, the Executive Director acts alone.
The Board of Directors determines the remuneration of the Executive Director.
Article 14. Representation
The Board of Directors, as a college, represents the Foundation in legal proceedings, either as plaintiff or defendant, and in extrajudicial proceedings.
Legal proceedings, whether as plaintiff or defendant, are conducted on behalf of the Foundation by its Board of Directors, in the name of the Chairman or a director delegated for this purpose by the Board.
Without prejudice to the power of representation of the Board of Directors, the Foundation is duly represented in extrajudicial acts by the Chairman or by the Executive Director, acting individually, without their having to justify to third parties a prior decision of the Board of Directors.
In particular, they may represent the Foundation in dealings with any authority, administration or public service, carry out any formalities required by law or regulation, sign receipts, endorsements and cheque acknowledgments, and acknowledge receipt of any consignment.
In addition, the Foundation may be represented by special agents within the limits of their mandate. This provision is enforceable against third parties under the conditions laid down by law.
The terms of office of persons authorized to represent the Foundation are identical to those applicable to directors.
Article 15. Budget and annual accounts
Each year, and no later than six months after December 31, the closing date of the financial year, the Board of Directors draws up the annual accounts for the past financial year in accordance with article 37 of the law of June 27, 1921 on non-profit associations, foundations, European political parties and European political foundations and its implementing decrees, and draws up the budget for the following financial year.
The Board of Directors appoints an auditor, chosen from among the members of the Institut des Réviseurs d’Entreprises, to audit the Foundation’s accounts and submit an annual report.
Article 16. – Amendments to the Articles of Association
The Foundation’s Articles of Association may be amended by the Board of Directors. The Board’s deliberations on proposed modifications to the Articles of Association are placed on the agenda one month before the opening of the debates on these questions.
The Board of Directors may only validly deliberate on such modifications if at least two-thirds of its members are present or represented, and no change is adopted unless it receives at least two-thirds of the votes cast.
Furthermore, no modification is valid unless it has been the subject of two deliberations, the second of which confirms the first.
Article 17. – Dissolution
In the event of dissolution of the Foundation, whatever the cause, the Foundation’s assets may only be used for a disinterested purpose close to the Foundation’s purpose.
Article 18 – Final provision
All matters not provided for in these Articles of Association are governed by the provisions of Title II of the Law of June 27, 1921 on non-profit associations, foundations, European political parties and European political foundations, and its implementing decrees.