EUROPEAN CONFEDERATION OF AGRONOMIST ASSOCIATIONS

(CEDIA)

 

Adopted by the General Assembly 28 September 2022

 

SECTION I — DENOMINATION — REGISTERED OFFICE

Legal form – Name

 

The organization is founded as a legal entity, more specifically as a non-profit association (hereafter “Association”) , subjected to the Companies and Associations Code of 23 March 2019 (hereinafter referred to as the “CAC”), published in the Belgian Official Gazette of 4 April 2019.

The Association carries the name “EUROPEAN CONFEDERATION OF AGRONOMIST ASSOCIATIONS”, abbreviated CEDIA.

Registered office

The statutory seat of the Association is in the Flemish Region (Belgium).

The registered office may be transferred within the above-mentioned Region on a simple decision of the Board, without any modification of the statutes being necessary.

If the transfer of the registered office leads to a change in the language of the statutes, the General Assembly shall decide on the transfer by the majority provided for the modification of the Statutes.

• Identification

All deeds, invoices, announcements, publications, letters, orders, websites and other documents, whether in electronic or non-electronic form, issued by the Association, must mention the following details: 1°) the name of the Association, 2°) the legal form, in full or in abbreviated form, 3°) the full address of the registered office, 4°) the company number, 5°) the mention “rechtspersonenregister” (register of legal persons) of RPR and the competent court according to the address of the registered office, 6°) the e-mail address and the website of the Association and, 7°) where the case may be, the fact that the Association is in liquidation.

• Language

 

The official language of the Association shall be Dutch. The working language is English. Other languages may be used according to internal rules.

SECTION II — DISINTERESTED PURPOSES – OBJECT – LIFETIME

• Disinterested purposes

 

The purpose of the Association is to stimulate  and support he professional interests of its member associations in the European sphere. The Association shall be an instrument for the member associations and the related professionals to be informed and be listened to on topics of interest for the professionals that are part of the associations that are part of the CEDIA.

More precisely, the Association aims to be a  lobbyist for the profession of Agronomist at European Level, a forum for collaboration between the different associations  simplifying the work of the professionals in the different member states of the European Union and a facilitator of the professional activity.

The Association addresses the disciplines relating to: Agriculture, Horticulture, Food, Fisheries, Forestry and Rural Development, Managing of rural areas, fisheries, aquaculture, biotechnology, environmental studies applied to agriculture and rural areas, civil, rural and environmental engineering, agricultural sciences and techniques,  agricultural extension, agricultural economics, crop production, landscape architecture, food and dairy sciences and technology, managing water and environment, forestry sciences, horticulture, animal production, tropical and subtropical sciences, natural resources ,life and earth sciences and rural development.

• Object

The Association will achieve these purposes  by:

1. defining the profession of Agricultural Scientist /Agricultural Engineer ;
2. establishing the competences and training standards that allow the exercise of the profession as well as a code of ethics or charter for the profession.
3. establishing protocols that lead to mutual profession recognition among the member associations ;
4. promoting and supporting the professional interests of its members and member associations ;
5. protecting and conserving the environment and biodiversity while striving for improved efficiency, productivity and sustainability of agricultural production and rural areas.
6. Promoting food security through sustainable production systems which mitigate climate change
7. Contributing to the production of safe, healthy and nutritious food.
8. promoting European integration and cooperation through interaction and  liaison between its members in the various fields of the profession: communication, networking, information exchange, technology transfer, continued education and Professional development conferences , field visits and workshops.
9. promoting the general and specific interests of its members in dealing with the European Union institutions ;as well as with other bodies ;
10. undertaking any action either directly or indirectly relating to its purpose ;
11. Contributing and getting involved in any activity similar to its purpose ;

In addition, the Association may enter into any other activities and undertake any other actions that are directly or indirectly related to the above-mentioned purposes of the Association, or that are necessary or useful for the realization of such purposes.

CEDIA can deploy all activities that, directly or indirectly, contribute to the realization of the above-mentioned purposes or that are necessary or useful for the realization of such purposes, including commercial and profit-making activities, provided that they remain accessory and that the revenues derived from them are entirely destined to the realization of the disinterested non-profit purposes and objectives of the Association.

• Duration

The Association is created for an unlimited lifetime; it may be terminated any time by decision of the General Assembly in accordance with 34.

SECTION III — MEMBERS

• Members of the Association

The Association must have at least three  national member associations as members. The members are not liable for the commitments entered into by the Association.

Membership is open to all the national professional associations in Europe regrouping the graduates of the higher education degrees in agricultural and / or related sciences of a specific country with an academic program consisting of at least eight semesters. The  ethos of the national professional association has a requirement for continuous professional development for its members.

In the case of a country where such national professional association does not exit, the regional associations of graduates or the associations of graduates of a school or a faculty in agricultural and/or related sciences with an academic program of at least eight semesters can become a member.

When a national association exists but still is not a member of CEDIA, the associations mentioned in the previous paragraph, being member of this national association, can be exceptionally admitted individually to become a member of CEDIA, awaiting the membership of the national association

The candidates for  Membership should address their application to the Chairman.

The General Assembly will decide whether or not to accept the candidate as Member at the following assembly. At this meeting at least 2/3 of the Members eligible to vote of the General Assembly will be present or represented. The decision will be taken by a simple majority of the Members of the General Assembly eligible to vote which are present or represented.

For sake of clarity, “eligible to vote”, is understood in accordance with Article 19

The General Assembly has the discretionary power to decide that a certain candidate will not be accepted as a Member without any further motivation.

• Honorary Members

On the proposal of the Board, the General Assembly may decide to admit any individual person or legal entity as a honorary member – financially or morally supporting CEDIA – by a two-thirds majority of the votes of the members present. Honorary members do not have the right to vote.

• Resignation of a member Association

Every Member of the Association is free to withdraw with a four-month notice by sending his resignation by registered letter with acknowledge of receipt to the Chairman. However, before actual withdrawing, the resigning Member shall have to fulfill all his obligations towards the Association, including the obligation to pay the membership fee and to participate in the costs approved for the year in which the resignation is submitted.

The resignation takes effect the first day of the 5th month following the month of dispatch of the registered letter.

• Suspension of a member Association

 

Members, after having been given the right to defend themselves, may be suspended on the decision of a majority of two thirds of the votes of the Members eligible to vote. Abstentions, blank and invalid votes are not taken into account, neither in the numerator nor in the denominator.

The concerned Member  must be informed in writing 45 days before the General Assembly, by registered letter from the Chairman of the proposed suspension.

Suspension of membership may be decided by the General Assembly in case of:

failure to pay the annual membership fee during two consecutive years;

failure to abide with applicable legislation and regulations;

acts or behaviour likely to harm the interests of the Association.

In case of suspension of membership the Chairman shall notify the concerned Member by registered letter. The General Assembly shall mention in this registered letter the reasons for its decision.

A Member who is suspended loses temporarily all rights defined in the present statutes (including the right to vote), upon notification of suspension as described in this article and this for the full duration of the suspension. A suspension shall in any event be limited in time and cannot exceed more than 12  consecutive months.

• Exclusion of a member Association

On the proposal of the Board of Directors or at the request of at least one-fifth of all Members, a Member may at any time be excluded by a decision of the General Assembly taken with respect of the quorum- and the majority-requirement as applicable for the modification of the statutes as provided in 19

Exclusion must be indicated in the notice of meeting. The Member concerned shall be informed in writing 45 days before the General Assembly with a registered letter by the President of the proposed exclusion on the grounds for exclusion.  The member has the right to be heard at the General Assembly and may, if desired, be assisted by an attorney at law.

Exclusion of a Member may be decided by the General Assembly in case of:

• failure to abide with applicable legislation and regulations;
• acts or behaviour likely to harm the interests of the Association;
• serious breaches of the statutes, internal rules or any codes of practice or codes of conduct which the Association has drawn or may draw up; acting contrary to the purpose of the Association;
• failure to pay the annual membership fee during two consecutive years;

In case of exclusion of membership the President shall notify the Member concerned by registered letter. The General Assembly shall mention in this registered letter the reasons for its decision.

A Member who is excluded shall, upon notification of exclusion as described in this article, no longer be a Member of the Association. The excluded Members loses therefore all rights defined in the present statutes (including the right to vote), without prejudice to the possibility of regaining membership in accordance with the procedures described in Article 8.

• Membership fee

 

Member Associations shall pay an annual membership subscription fixed annually by the General Assembly. This fee  shall not exceed 3.000 €.

• Rights

A resigning or excluded member association may not claim a refund of membership fees paid.

No member association  may assert or exercise any claim to the Association assets solely by virtue of its membership. This exclusion of rights to the assets applies at all times: for the duration of the membership, on the termination of the membership for which reason whatsoever, on dissolving the Association, etc.

SECTION IV — GENERAL ASSEMBLY

• Powers

The General Assembly has the following exclusive powers:

1. Determine the general policy of the Association;
2. Admit or exclude Members;
3. Elect and dismiss the Board members, including the President and Vice-President and, as the case may be, determine their remuneration;
4. Nominate and withdraw auditor and determination of his fee;
5. Approve the Board’s selection of the members of the Executive Committee;
6. Discharge of the Board members and auditors, the filing of an action by the Association against the directors and auditors;
7. Approve the annual accounts and budgets;
8. Recognize organizations as Standing Committees;
9. Make amendments to the statutes of the Association;
10. Terminate voluntarily the Association;
11. Convert the Association into an international non profit association, into an cooperative society recognised as a social enterprise or into a recognised cooperative also recognised as social enterprise;
12. Decide to make or accept the contribution of a universality for free.

• Representation of the Members of the General Assembly- Bureau

 

The General Assembly is composed of all Members. The Members shall be represented in the General Assembly by duly appointed representatives of the Members.

The General Assembly is chaired by the President, the Vice-President or, failing that, any other Member appointed by the President.

• Meetings

 

The Ordinary General Assembly will meet once a year in the first six months of the year.

The General Assembly shall be called by the Chairman at least 45 days before the meeting, by letter, fax, email or any other means of communication specified in article 2281 of the Civil Code. The convening notice specifies the exact date and location of the General Assembly, and is addressed to all members, but also to all Board members and auditors.

Special General Assemblies can be called by the Board as well as on request of at least 1/5 of all Members. When the agenda concerns an amendment to the Statutes, it will be an Extraordinary General Meeting in accordance with Article 9:21 of the CAC.

Ordinary and Extraordinary meetings of the General Assembly may be held via any means of telecommunication allowing an effective and simultaneous deliberation between all participants such as a telephone or video conference. These shall be held no later than 45 days after such a request has been received. A Member taking part in such a conference shall be deemed to be present in person at the meeting and shall be entitled to vote and be counted in for quorum requirements. Such a meeting shall be deemed to take place where the largest group of the Members participating in the conference is assembled, or, if there is no group, at the registered office of the Association or the location of the Chairman.

The means of communication made available must at least enable the participants to:

• verify the capacity and identity of the other participants;
• to take direct, simultaneous and uninterrupted notice of the proceedings of the meeting;
• exercise their voting rights on all matters on which the General Assembly is required to take a decision;
• to take part in the debate and ask questions.

The notice convening the General Assembly shall include a clear and precise description of the procedures relating to remote participation. The bureau of the General Assembly shall be composed by decision of the Chairman.

Convening notices shall contain date, time and agenda of the Assembly. Any item put forward by at least 1/20 of the Members at least 14 days prior to the meeting, will be put on the agenda.

Items which do not appear on the agenda accompanying the invitation may be discussed but not decided upon at the General Assembly. Proposals or amendments to the statutes of the Association which were not mentioned in the convening notice shall not be tabled for deliberation.

• Proxies

 

Members who cannot attend may be represented at the General Assembly by other Members by completing and sending a proxy form. In this case each Member attending the General Assembly may have a maximum of three proxies.

The number of proxies that can be given to the chairperson of the General Assembly is not limited.

The Members which are represented by proxy will be considered as contributing to the number of Members required to achieve a quorum.

• Quorum and voting

 

All Members of the Association have an equal right to cast one vote. Only Members who have paid their membership subscription for the previous financial year are eligible to vote.

The General Assembly is validly constituted when one third of the Members eligible to vote are present or represented. Decisions are reached by simple majority of the votes cast, except if provided otherwise by the CAC or the statutes. Abstentions, blank and invalid votes will not be taken into account , neither in the denominator nor in the numerator.

The modification of the statutes requires a deliberation by a meeting that holds a quorum of 2/3 of the Members present or represented. In the event that the first meeting carries less than 2/3 of the Members present of represented, a second meeting can be called. This second meeting can deliberate, take decisions and make amendments in a valid way when the majorities as stated hereafter are respected. This is the case regardless of the number of Members present or represented. The second meeting cannot be held less than 15 days following the first meeting. The decision is taken from the moment that it is accepted by 2/3 of the votes of the Members present or represented.  Abstentions, blank and invalid will not be taken into account, neither in the numerator nor in the denominator and are therefore not considered as negative votes.

If the modification of the statutes concerns the disinterested purpose or object for which the association was founded or the dissolution, it requires a majority of 4/5 of the votes of the Members present or represented. Abstentions, blank and invalid will not be taken into account, neither in the numerator nor in the denominator and are therefore not considered as negative votes.

In the event of a tied vote, the vote of the President will be decisive.

The voting can proceed by way of raise of hands or, when requested by at least 1/3 of the Members, by way of secret ballot.

The Members may, unanimously and in writing, take all decisions that fall within the competence of the General Assembly, with the exception of amendments to the Articles of Association. In this case the convocation formalities do not have to be fulfilled.

• Auditors

 

The General Assembly can appoint an auditor, and give him the responsibility of auditing the Association’s accounts.

• Minutes

 

The deliberations of the General Assembly shall be recorded in the minutes and signed by the chair of the session and countersigned by the by one of the members of the Executive Committee.

All Members or third parties able to prove their legitimate interest may ask for a copy of the minutes signed by the Chairperson. They can exercise their right of access in accordance with the modalities provided by the CAC .

SECTION V — THE BOARD

• Composition

The association is directed by a the Board, in accordance with art. 9:5 CAC, which shall be composed of at least 5 members, each being a natural person: the President, the Vice-President, and 3 more members. A balanced distribution of the Board members over the different regions of Europe will be assured.

The President and the Vice-President are elected directly by the General Assembly. The President is the chairperson of the Board.

The Board members are elected by the General Assembly. The election list should be a list of individuals acting in a personal capacity and not as a representative of any organization.

The members of the Board are elected by the General Assembly for a  five year term. They can be  re-elected.

Those eligible for election to the Board are representatives of the member organizations duly appointed representatives by the concerned Members.

The Members will be invited to propose persons for election to the Board in the convening announcement of the General Assembly 45 days prior to the date of the General Assembly. Nominations must be received by the Chairperson 28 days before the day of the General Assembly. The nominations will be circulated to members seven days in advance of the meeting.

The Board members can be removed at all times by the General Assembly. The General Assembly decides on this matter by simple majority of the Members. Every Board member can resign after written notification to the President or Vice President. The resignation becomes effective when this written notice has been delivered to the President or the Vice President.

In the event of a vacancy before the end of a Board member’s term of office, the Board of Directors  has the right to co-opt a new director

• Powers

 

The Association’s strategy and objectives are developed by the Board and proposed to the General Assembly. The Board is responsible for the general administration of the Association.

The Board of Directors has the power to draw up all acts and take all decisions necessary or useful for the realisation of the object and disinterested purposes of the Association, with the exception of decisions that fall within the exclusive competence of the General Assembly.

The Board is responsible for defining internal working rules (bylaws) within the framework of these statutes. The latest version of the internal working rules dates from [TBF].

The Board shall administer the Association according to the general strategy and policy approved by the General Assembly, and shall decide in particular about specific projects related to the purpose of CEDIA.

In particular, however without being limited to, the Board of Directors is vested with the following powers:

• Managing and planning financial matters
• Planning and organizing activities of CEDIA
• Convening the General Assembly
• Drawing up the annual report
• Representing CEDIA in social events
• Accepting gifts or legacies
• Setting up or dissolving working groups
• Proposing internal rules or procedure to the General Assembly
• Appointment of the secretarial staff members.

• Meetings, deliberations and decisions

 

The Board shall be called by the President at least 15 days before the meeting delivered by letter, fax, email or any other means of communications specified in Article 2281 of the Civil Code. A convening notice shall contain the agenda, the date and time.

The President calls the meetings for the Board whenever the interest of the Association requires such, as well as within 14 days after a request to that end of 2 Board members.

The Board is to meet at least once a year.

The Board is presided by the President, or, in his absence, by the Vice-President or by the eldest in years of the Board members present.

The Board can only deliberate and decide in a valid way, when at least the majority of its members are present or represented at the meeting. The decisions are taken by simple majority of the Board members present or represented.

In the event of a tied vote the vote of the President will be decisive.

Any Board member who is unable to attend may grant a proxy to another Board member in order to be represented at a specific meeting of the Board. A Board member can only hold two proxies.

Minutes are drawn up and signed by the President or chairman of the meeting and kept in a register of minutes and can be looked into by the Members. They can exercise their right to consultation in accordance with the modalities provided by article 3:103 of the CAC.

In exceptional circumstances, when the urgent necessity and the interest of the Association require such, the decisions of the Board of Directors can be taken by unanimous written consent of the Board members.

• Conflict of interests

When a Board member has, directly or indirectly, an interest of a patrimonial nature that is opposed to the interest of the Association, he must inform the other Board members before the Board of Directors takes a decision on the matter. His declaration and his explanations on the nature of this conflicting interest must be recorded in the minutes of the meeting of the Board of Directors that has to take the decision. The Board of Directors may not delegate this decision. If the majority of the directors have a conflict of interest, the decision or transaction will be submitted to the General Assembly. If the General Assembly approves the decision or operation, the Board of Directors may proceed with its execution.

The Board Member with the conflict of interest leaves the meeting and does not take part in the deliberation or vote on this item.

When the Association cannot (no longer) be qualified as a small association in accordance with the criteria of art. 3:47, § 2 of the CAC, the Board of Directors must also describe in the minutes the nature of the decision or operation and the patrimonial consequences for the association, and justify the decision taken. This part of the minutes is included in its entirety in the management report or in the document filed at the same time as the annual accounts

The minutes of the meeting shall be communicated to the auditor. In his report referred to in article 3:74 of the CAC, the auditor shall assess in a separate section the patrimonial consequences of the operation for the Association.

•           Representation

The Board represents the Association as a board towards third parties, including in judicial actions and proceedings. It represents the Associations by the majority of its members.

Notwithstanding the general representation power of the Board of Directors as a board, the Association shall also be represented towards third parties by the President or Vice-President acting jointly with an other board member.

Legal proceedings as plaintiff or defendant shall be managed by the Board represented by the President.

• Liability of the Board – Remuneration

 

By their functions, members of the Board do not assume any personal liability. Their liability vis-à-vis the association and third parties is limited to the fulfilment of their mission in accordance with the provisions of the general law, the CAC and the statutes. Furthermore, they are not obliged to execute the commitments of the Association. Members of the Board shall not receive payment for the performance of their duties.

SECTION VI — THE EXECUTIVE COMMITTEE

• Daily Management

The Board shall delegate (at their sole discretion) the daily management of the Association both internally as well as the external representation relating to this daily management, and also the execution of the policy of the Board to the Executive Committee (ExCo). The members of the Executive Committee will be determined by the Board and will include 2 board members. The ExCo will act as a board. The Board of Directors is responsible for supervising this day-to-day management body.

In accordance with Article 9:10, second paragraph of the CAC , the daily management includes both acts and decisions that do not exceed the needs of the daily life of the non-profit association, and acts and decisions which, either because of the minor interest they represent, or because of their urgent nature, do not justify the intervention of the Board of Directors.

The liability of the ExCO vis-à-vis the Association and third parties is limited to the fulfilment of their mission in accordance with the provisions of the general law, the CAC and the statutes.

More specifically, they are only liable for decisions, acts or behaviour that manifestly exceed the margin within which normally prudent and diligent executive directors in the same circumstances could reasonably be expected to differ. The ExCo members are only liable for faults that can be attributed to them personally, committed in the performance of their (day-to-day) management mission. The ExCo members are jointly and severally liable, but are relieved of their liability if they did not take part in the fault and have reported the alleged fault to all other members of the Board. This denunciation and the discussions to which it gives rise shall be mentioned in the minutes of the meeting.

• Task Forces

The Executive Committee can decide to establish temporary Task Forces (TF) in order to address specific tasks. Task Forces report to the ExCo.

SECTION VII – PUBLICITY

• Publicity requirements

The appointment of the members of the Board of Directors and the persons authorised to represent the Association, as well as the termination of their functions, are made public by filing in the Association’s file, and by publication of an extract in Belgian Official Gazette. These documents must in any case show whether the persons representing the Association commit the Association individually, jointly or as a body, and specify the extent of their powers.

The preceding paragraph applies mutatis mutandis to the members of ExCo, responsible for the daily management of the Association.

SECTION VIII –THE STANDING COMMITTEES

• Responsibilities

 

The Standing Committees are responsible for the organization of a certain discipline within the scientific field of the Association or certain horizontal activities within the general aim of the Association. They act within the aims of the Association and come together under the umbrella of the Association.

The CEDIA Standing Committees and the CEDIA Board, will meet formally at least once per year.

Standing Committees report to the General Assembly.

SECTION IX– ANNUAL ACCOUNTS BUDGETS

• Annual accounts – Budget

 

The fiscal year runs from January first to December thirty-first,

By February 28 of each year, the President shall prepare the accounts of the previous year. The Executive Committee shall submit the financial accounts and a proposed budget for the following year for review by the Board who then submits those documents to the General Assembly for approval.

The accounts shall be kept in accordance with the provisions of article 3:47 of the CAC and the Royal Decree of 29 April 2019.

The annual accounts are filed in accordance with the provisions of art. 3:47, § 7 of the CAC and the Royal Decree of 29 April 2019.

• Annual audit

Auditor appointed according to 7of the present statutes shall carry out the annual audit of the Association and report to the General Assembly.

SECTION X — WINDING UP – LIQUIDATION

• Dissolution

The deliberation and decision concerning the dissolution shall respect the quorum and the majority of the modification of the purpose provided in 7of the statutes. As soon as the decision to dissolve the Association is taken, the Association shall mention in every communication it is an Association “in dissolution”.

• Liquidators

In the event of a voluntary termination, the General Assembly shall appoint one or two liquidators and specify their powers.

• Net-assets

 

In the event of any termination, whether voluntary or judicial, at any time and for any reason, the General Assembly shall decide by a simple majority to allot the Association’s assets, after liabilities have been discharged, to an another non-profit organization whose object and purpose are similar to the present Association.

• General provisions

All that is not explicitly required by a statutory provision shall be settled by the Code of Companies and Associations of 23 March 2019, published in the Moniteur belge of 4 April 2019.

The statutory provisions which prove incompatible with new legal provisions in force and binding shall be deemed unwritten.