Approved by the General Assembly - October, 2, 2004
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[FR:
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Last
modification :
April, 23, 2009 : [pdf]
Charter of the Destree Institute
TITLE 1. Name, head office and lifespan
Article 1
The name of the association is the Destree Institute (Institut Destrée). Its head office is established at 3, rue du Château, B 6032
Charleroi (Wallonia) and is registered in the judicial district of Charleroi.
The head office can be transferred to any other place in Wallonia by decision
of the Board of Trustees.
The address of the administrative web site of the Association is
http://www.institut-destree.eu/, that of its
information portal is
http://www.wallonie-en-ligne.net
and the administrative electronic address
is [infos [at] institut-destree.eu].
There is no limit to the life of the Association.
TITLE 2. Purpose of the Association
Article 2
The Destree Institute, under the patronage of Jules Destrée
(1863-1936), Minister for Sciences and Arts, the Destree Institute is an
independent non-profit association created in Wallonia in 1938. Acknowledged
as a general service for lifelong learning and research centre with an
interuniversity calling, the Destree Institute works as a permanent think-tank
, while publishing studies and implementing activities related to regional
development issues. It pursues its goals with the greatest attention to the
European and global dimensions of these issues, along with their impact on
society as a whole. The Destree Institute operates therefore as a sensor of
change and generates innovative ideas for action, in favour of deliberative
democracy and the common good of society.
The goals of the Destree Institute are in line with three
ultimate aims:
–
the participation of the women and men of Wallonia in a collective project
that encourages social justice, promotes democracy, sustainable development
and economic expansion, as expressed in the Preamble to the draft Wallonia
Constitution of 2 July 1997;
–
the development of Wallonia as a region based on the sharing, with its
population, of a wide, active and receptive knowledge, giving priority to
intangible values ‑ especially to research and to education ‑, and part of
similar European or worldwide think tanks and networks;
– a
critical understanding, by the citizens, of the challenges and goals of
society, from the local to the global, and a support in defining the
strategic strands leading to these ends.
In light of the competences to be marshalled and the nature of
the work to be undertaken to achieve the goals of the Destree Institute, this
field programme will be realized by the Association itself, alone or in
partnership, or through public or private agencies already in existence or to
be established.
TITLE 3. Members
Article 3. Capacity, conditions of admission
The Association consists of natural persons who are either full
or associate members. The number of full members is limited to fifty and may
not be less than seven. The number of associate members is unlimited.
The capacity of associate member is acquired annually on payment
of a subscription. The associate members support the activities of the
Association to the best of their ability, especially by taking part in the
Association's activities of which they are kept informed. The Board of
Trustees is completely free to assess the capacity of an associate member.
Full members are nominated by the General Assembly, by the
majority of the members present. Candidates for the status of full members
shall submit their candidacy by letter, fax or electronic mail to one of the
addresses specified under Article 1. The letter of application shall
explicitly mention the candidate's adherence to the Charter of the Destree
Institute and set out his/her potential contribution to, and specific
expectations of, the Association. Subject to approval by the General Assembly
by simple majority vote of the members present, one or more full members may
be admitted to provisional membership by decision of the Board of Trustees
until their nomination by the next General Assembly.
The admission of a new full member is recorded in the minutes of
the meeting of the Board of Trustees immediately following the candidate's
application of candidacy and the outcome is notified to the new member by
letter, fax or electronic mail, after the meeting of the General Assembly.
The Association may also confer the title of corresponding
member, observer, patron, member of honour, to persons who are foreign to the
Association.
Only full members enjoy the full rights attached to their
capacity as members of the Association, including the right to vote in the
General Assembly.
Article 4. Subscription, resignation and loss of membership
The subscriptions of all the members, whether full or associate,
must be in order. All members who have not paid their subscription within at
least thirty days of the reminder addressed to them by registered letter shall
be deemed to be resigning. The Annual General Assembly approves, for the
following year, the amount of the annual subscription fixed by the Board of
Trustees. The subscription may not exceed 50 euros, index-linked on the date
of publication of these Statutes.
Non-compliance with the Statutes, behaviour or language likely to
harm the interests or the reputation of the Association may lead to the
exclusion of the member in question. This exclusion may be accepted
provisionally by decision of the Board of Trustees; it is recorded in the
minutes of the Board meeting and notified to the member by letter, fax or
electronic mail, after the meeting. Definitive exclusion may only be
pronounced by the General Assembly, by a two-thirds majority of the votes
validly cast. The General Assembly shall give the member concerned the
opportunity to argue his/her case.
Full members may at any time withdraw from the Association by
notifying their decision to the Board of Trustees by registered letter. The
resigning or excluded members, their heirs, successors or eligible persons
have no rights over the patrimony of the Association or its registered
capital.
TITLE 4. General Assembly
Article 5. Composition, powers
The
General Assembly consists solely of full members.
It
is empowered to:
1.
amend the Statutes and the Charter;
2. appoint and revoke the Trustees and the commissioners;
3. approve the annual accounts, the management reports and the corresponding
evaluations;
4. release Trustees and commissioners from obligation ;
5. discuss and approve of the policy report, the programme of action and
budgets in the coming years;
6. proceed to the voluntary dissolution of the Association;
7. admit the full members proposed by the Board of Trustees;
8. exclude members;
9. deal with all cases required by law and the Statutes.
Article 6. Rules of procedure, voting, agenda
A full member may cast only one vote. He/she may vote by proxy by
giving a full member written, dated authorisation to that effect. Members may
exercise only one proxy vote.
The General Assembly deliberates validly only on the items listed
on the agenda or in the convocation, except in an emergency recognised by the
General Assembly ruling by a two-thirds majority of the votes validly cast,
and provided this urgent matter does not deal with the exclusion of members,
amendment of the Statutes or the Chart, or the dissolution of the Association.
The item "Miscellaneous" only covers items that are not subject to a vote.
The General Assembly deliberates validly, whatever the number of
members present or validly represented, apart from the exceptions provided by
law or these Statutes. The decisions of the General Assembly are generally
taken by simple majority of the votes validly cast, except when it is decided
otherwise by law or these Statutes. In the event of a parity vote, the
Chairperson or Acting Chairperson shall settle the matter.
The resolutions concerning the amendment of the Statutes and the
voluntary dissolution of the Association may be taken by two thirds of the
majority of the full members present or validly represented. If a two-thirds
majority of the full members is not present or validly represented at the
first meeting, the General Assembly meets a second time at least two weeks
later. It may then deliberate, whatever the number of full members present or
validly represented. A new convocation with the same agenda is sent out at
least eight days later, in accordance with the law.
All the votes concerning persons, particularly those associated
with the internal democracy of the Association (renewal of the Board of
Trustees, renewal of the office of Chairperson, Vice-chairperson, Treasurer,
nomination of the Chief Executive Officer, must be taken by secret ballot.
Article 7. Convocations and resolutions
A general assembly must necessarily meet in the first six months
of the year, on convocation by the Board of Trustees by ordinary letter, fax
or electronic mail addressed to all the full members at least fifteen days
before the meeting. The convocation gives the day, hour and place of the
meeting as well as the agenda.
At the written request of one fifth of the full members, the
Board of Trustees is obliged to convene a general assembly within a (given)
time limit as required by the request and the Statutes. This request shall be
addressed to the Board of Trustees by registered letter and shall specify the
exact purpose of the item or items that the full members in question demand to
see on the agenda of the General Assembly. Moreover, the Board of Trustees is
obliged to put on the agenda of the General Assembly any proposal signed by a
number at least equal to a twentieth of the last annual list of full members.
The minutes of the general assemblies are written down in a
register kept at the Association's head office. Members and third parties may
consult this register, either on the spot or on the administrative internet
site of the Association.
TITLE 5. Board of Trustees
Article 8. Composition
The Association is administered by a Board of Trustees consisting
of a minimum of five members and a maximum of fifteen, elected from among the
full members within the General Assembly for a two-year term, renewable for an
unlimited period . To be appointed and retain the capacity of director, the
appointee must be a full member and have paid his/her subscription.
The Board of Trustees shall appoint from among its members a
Chairperson, a maximum of three Vice-Chairpersons and a Treasurer. These
officials enjoy a two-year mandate. That of the Chairperson may only be
renewed twice.
The Board of Trustees reflects in its composition both the
philosophical and political pluralism of the Association — with the express
exception of parties that might undermine the Universal Declaration of Human
Rights of 10 December 1948 — and the balance between the spheres of good
governance, that is the State, the private sector and civil society.
In addition, the Board of Trustees includes honorary Trustees who
have a consultative vote. The honorary Trustees are appointed by the General
Assembly on the proposal of the Board of Trustees which will have duly
deliberated on the matter.
Article 9. Meetings, deliberation
The Board of Trustees meets whenever required for the good of the
Association and at least three times a year. The Board of Trustees is convened
by the Chairperson. The convocation is addressed to the Trustees by ordinary
letter, fax or electronic mail at least one week before the meeting, giving
the place, date and time as well as the agenda.
The Board of Trustees deliberates validly only when at least half
its members are present or validly represented. Each director can be
represented by another director provided the latter has received a written,
dated authorisation to that effect. Each director may hold only one proxy
vote. In the absence of a quorum, a second meeting may be convened three days
later at the earliest and will deliberate validly, whatever the number of
Trustees present and validly represented, on the items on the agenda of the
preceding meeting.
The decisions are taken by majority vote, each director has one
vote, the Chairperson or Chairperson of the meeting holds the casting vote, in
the event of a tie.
Article 10. Powers
The Board of Trustees enjoys the widest powers over the
management and administration of the Association. Every question that is not
expressly reserved for the General Assembly, by law or by these Statutes,
falls within its scope. The Board of Trustees is empowered to amend or draft
the Charter to be referred to the General Assembly.
The members of the Board of Trustees may not receive any
remuneration for the duties conferred on them.
The Chairperson convenes the General Assemblies, draws up the
agenda, conducts the debate and is legally mandated to approve donations and
legacies, in the same way as the Treasurer.
The Board of Trustees may delegate the day-to-day management or
give a mandate for special functions or management operations to one or more
persons, whether they be Trustees or not, members or not, acting either
individually or conjointly, or collegially, or give them special duties
connected with management tasks.
Article 11. Responsibilities
The
Trustees do not contract any personal obligation by virtue of their duties,
and are only responsible for the execution of their mandate.
TITLE 6. General management
Article 12
In
accordance with its powers of delegation, the Board of Trustees may appoint or
revoke a general delegate to deal with the ordinary management of the
Association. The General Delegate holds the post of General Director of the
Association in the framework of the Board's directives, to which he/she
reports.
The
General Director attends by right the meetings of the Board of Trustees and
the General Assembly.
TITLE 7. Financial year, budget and accounts
Article 13
The
financial year begins on 1 January and closes on 31 December of each year. The
statement of account for the previous year and the budget for the following
year are subject each year to the approval of the Annual General Assembly.
The
General Assembly shall nominate one or two commissioners to verify the
Association's accounts and present the Assembly with an annual report.
TITLE 8. Voluntary dissolution and liquidation
Article 14
In
the event of dissolution of the Association, its estate passes to the Fondation Prix Jules et Marie Destrée as an institution serving the public
interest. The Assembly shall appoint the receiver(s) and determine their
powers.
TITLE 9. Special provisions
Article 15
The Destree Institute acts as operator for the
Fondation Prix Jules et
Marie Destrée and for the Fondation Maurice Bologne-Lemaire.
It assumes the ordinary management of these Foundations by contract and awards
their annual prizes.
Article 16
In
all cases not provided for by these Statutes, the Act of 27 June 1921 of the
Federal State of Belgium will be referred to. If the Act is silent on the
point(s) raised, the General Assembly will decide.
The
General Assembly of 2 October 2004 approved the draft Charter of the Destree
Institute passed by the Board of Trustees of 28 August 2004.
A think-tank for practical action in favour of deliberative
democracy and the common good of society
The
Destree Institute (Institut Destrée) is a private foundation established
in Wallonia as a non-profit association. Acknowledged as a general service for
lifelong learning and a interuniversity research centre, the Destree Institute
works as a permanent think-tank while publishing studies and implementing
activities related to regional development issues. It pursues its goals with
the greatest attention to the European and global dimensions of these issues,
along with their impact on society as a whole. The Destree Institute operates
therefore as a sensor of change and generates innovative ideas for action in
favour of deliberative democracy and the common good of society.
An independent "space" created in 1938 under the sponsorship of
Jules Destrée
Born
in 1938 of the will and commitment of dynamic forces to affirm and construct
in Wallonia a democratic and French region in the context of the Resistance to
all forms of fascism, the Destree Institute was designed to be both a learned
society, and an independent place of research, debate and dissemination of
knowledge to the widest possible audience.
Since
its foundation in 1938 as a non-partisan, pluralist body, the institution has
been under the patronage of Jules Destrée (1863-1936). This reference has lost
none of its meaning down the years. To begin with, Jules Destrée was one of
the very first personalities who helped to affirm the role of his region,
Wallonia, in political terms and thus contributed to the social and cultural
emancipation of all its inhabitants. Moreover, Jules Destrée's work was
outstanding and ground-breaking: as the first Belgian government minister for
Sciences, Arts, Culture and Education, organiser of compulsory education, then
as a committed protagonist, from 1922 onwards, in international cooperation
within the Society of Nations and, lastly, as a visionary at pan-European
level. The founders of the Destree Institute ‑ and especially Maurice
Bologne et Aimée Lemaire, its linchpins from 1938 to 1975 ‑ worked on the
basis of these ideas consisting of regional democracy and of internationalism.
A place of interaction to promote democratic good governance
The
Destree Institute gradually asserted itself as a place of interaction
supporting democratic good governance between the levers of society ‑ State,
economy, civil society ‑ and as an instrument combining high-level
interdisciplinary skills in favour of the development of research, training
and the citizenry.
The
Destree Institute thinks of territorial identity as the expression of the
people's desire to take part in the life of the region rather than as a
feeling of belonging. That is why it prioritises four main themes:
– historical research that explains the present, is critical of sources
and models, the apprenticeship of spaces, of duration and of times.
– information managed as a platform of knowledge to be shared between all
the players in society,
– strategic foresight, as a cognitive, deliberative process of
construction of the futures, both individual and collective,
– the citizenship as intelligence, personal emancipation and
responsibility towards the collectivity;.
A field program in line
with three goals
The
field programme of the Destree Institute is in line with the following three
ultimate aims:
– participation of the women and men of Wallonia in a collective project
that encourages social justice, promotes democracy, sustainable
development and economic expansion, as expressed in the Preamble to the
draft Wallonia Constitution of 2 July 1997,
(www.wallonie-en-ligne.net/Wallonie_Citoyennete/1997_Constitution-wallonne_Preambule.htm);
– development of Wallonia as a knowledge region, active and receptive,
that gives priority to intangible values, especially to research and to
education, and part of similar European or worldwide think tanks and
networks;
– critical understanding, by the citizens, of the challenges and goals of
society, from the local to the global, and a support in defining the
strategic strands leading to these ends.
In
light of the competences to be marshalled and the nature of the work to be
undertaken to achieve the ends of the Destree Institute, this field programme
could be realized either directly by the Association itself, alone or in
partnership, or through public or private agencies already in existence or to
be established.
(Moniteur belge, 03.12.1938, 04.02.1960, 08.02.1973,
14.08.1980, 09.04.1992, 30.10.1997, 05.08.1999,
24.10.2008, last publication 05.07.2009 ).
Official publication:
http://www.ejustice.just.fgov.be/tsv/tsvf.htm : Entreprise
N°0406517102
