D-Foot International is a non-profit association registred under Belgian law.
Article 1 Name and Legal Form
1.1 The association is founded as an international non-profit association (hereafter “INPA”) and governed by the applicable provisions of the Code of Companies and Associations of 23 March 2019, published in the Belgian Gazette on 4 April 2019 (hereafter “CCA”).
1.2 The INPA is named “D-Foot International”, abbreviated as ”D-Foot” or “DFI”. The full and abbreviated names of the association may be used separately.
Article 2 International non-profit Purpose and Activities
2.1 DFI pursues an international non-profit purpose, more particularly to be the leading, authoritative global organisation to create awareness of and improve diabetic foot management, and facilitate prevention worldwide.
2.2 To accomplish this purpose, the activities of DFI, without limitation, are:
- (a) to promote the global profile of diabetic foot prevention and care through awareness, professional development, education/training, guidance and research;
- (b) to create global awareness about the diabetic foot by disseminating publications and conducting global awareness campaigns;
- (c) to promote the acquisition and free exchange of information and knowledge about diabetic foot complications, their prevention, treatment, and management;
- (d) to issue communications and respond to current events to reflect DFI’s official position on topics related to the diabetic foot;
- (e) to advocate and support the development of a global workforce for the diabetic foot, work with national diabetes associations and related groups, connect people and organisations by establishing networks, and influence the application of evidence based medicine into clinical practice;
- (f) to establish and nurture formal relationships with international health and other relevant organisations, including non-communicable disease organisations and alliances, to raise the profile of the diabetic foot;
- (g) to influence the development and organisation of health systems, with particular emphasis on the diabetic foot as a global health and economic challenge;
- (h) to facilitate the formation and development of national diabetic foot associations;
- (i) to collaborate with related disciplines to enhance the lives of people with diabetic foot and those affected by it;
- (j) to engage in any other activities that result in mobilising and improving the lives of people with diabetic foot pathologies, preventing the development of diabetic foot complications;
- (k) to promote and implement the highest standards of multidisciplinary care to diabetic foot patients and those at risk of diabetic foot complications;
- (l) to improve international standards of diabetic foot management and establish worldwide standards relating to the measurement of diabetic foot indicators;
- (m) to influence national and international health, social and public policies to prevent diabetic foot complications, and reduce its impact on people and society;
- (n) to promote and support education and the implementation of national and international diabetic foot programmes;
- (o) to organise and consult implementation and training programmes to improve diabetic foot care, with special focus on developing and low and middle income countries;
- (p) to advise and support scientific and hands-on meetings and congresses on the diabetic foot in the different global regions;
- (q) to advance knowledge and skills in diabetic foot care medicine and devices;
- (r) to further develop and update global diabetic foot guidance documents according to current evidence, knowledge and standards;
- (s) to promote and conduct scientific research into the biological, medical, psychological, social and economic causes and consequences of the diabetic foot, the distribution and burden of the diabetic foot, and its prevention and management;
- (t) to be prepared for and respond in the aftermath of a natural or human-induced disaster.
2.3 DFI may work together with and participate in other legal entities, and can deploy all activities that, directly or indirectly, contribute to the realization of the above-mentioned international non-profit purpose, including subordinate trading activities of which the revenues shall be fully destined to the realization of the international non-profit purpose.
Article 3 Registered Office
3.1 The registered office of DFI is located at De Burletlaan 2, 2650 Edegem, Belgium, in the Flemish region. The Board may decide to move the registered office.
3.2 The Board may also decide to establish one or more branch offices of DFI in Belgium or abroad.
3.3 Decisions to move the registered office or to open a branch office must be published in accordance with the requirements of the CCA.
Article 4 Duration
DFI is founded for an indefinite duration.
Article 5 Member categories
5.1 DFI has at least two members. DFI has Individual Members and Institutional Members.
5.2 Amongst the Individual Members are the following membership categories:
- 1) Full Members ( “Members”) some of which are Delegates;
- 2) Associate Members;
- 3) Honorary Presidents; and
- 4) Honorary Members.
5.3 Amongst the Institutional Members are the following membership categories:
- 1) Association Members; and
- 2) Corporate Members.
5.4 All the Members of a country can vote to select one Member of their country to cast all
the votes of that country in the General Assembly. To select this member, the Members
issue their vote by a postal ballot directed to the Secretary to the Board. The Member who
receives the most votes for its country is called a Delegate for that country (“Delegate”).
When there is a tie vote, then the vote of the President of the Regional Council is decisive.
The Standing Operating Procedures determine in a list how many votes each country can
cast in the General Assembly.
Article 6 Individual Members: Members, Associate Members, Honorary Presidents and Honorary Members
6.1 A Member is a physician, healthcare professional or non-healthcare professional, who has demonstrated an interest in the diabetic foot and represents the country of citizenship at the General Assembly.
6.2 To become a Member, a candidate must apply in writing to the Regional Council of the corresponding geographical region as defined in the Standing Operating Procedures (hereafter “Region”).
6.3 The Regional Council must promptly ask every Member in the Region to advise the Regional Council in writing on the admittance of the candidate as a Member. If the Regional Council decides to admit a candidate as a Member then the Regional Council must inform the secretary to the Board within three months of this decision, along with the Regional Council’s and any letters of advice received from the Full Members in the Region.
6.4 A Member is entitled to attend the General Assembly and to vote to select the Delegate of their country , and is also entitled to other advantages that the General Assembly may decide to grant from time to time.
6.5 An Associate Member is a person who makes a monetary contribution to DFI. The Board grants Associate Membership for one year until the end of a calendar year. Associate Members have no voting rights and are not entitled to attend the General Assembly.
6.6 Honorary Presidents are former Presidents of DFI who have served DFI with distinction and sustained commitment. They have no voting rights but are entitled to attend the General Assembly as observers with the right of voice.
6.7 Honorary Members are persons who have made significant contributions to DFI or to the fight against the diabetic foot. They have no voting rights but are entitled to attend the General Assembly as observers with the right of voice.
6.8 A proposal to admit a person as an Honorary President or Honorary Member must be made by the Nominating Committee. The Board elects Honorary Presidents and Honorary Members.
6.9 Associate Members, Honorary Presidents and Honorary Members have the rights and obligations stated in the Standing Operating Procedures.
6.10 The General Assembly and the Board do not need to motivate their decisions on the admission of candidates as Individual Members.
Article 7 Institutional Members: Association Members and Corporate Members
7.1 DFI also consists of Institutional Members: Association Members or Corporate Members interested in diabetic foot management.
7.2 Candidacy applications shall be made in writing to the Board of Directors. The Board decides on whether to admit an organisation as an Institutional Member. The Board does not have to motivate its decision.
7.3 Institutional Members have the rights and obligations that the General Assembly may decide from time to time. Institutional Members have no voting rights, are not entitled to attend the General Assembly and are not eligible for a governing position in DFI.
Article 8 Membership fees
8.1 The General Assembly determines the annual membership fees for each membership category, following a proposal by the Board.
8.2 The General Assembly is entitled to reduce or waive the fee of a member or for members of a country.
Article 9 Termination of membership
9.1 Any Member, Associate Member, Honorary President and Honorary Member, may resign at any time by letter to the registered office or by e-mail to the President and secretary of the President. The resignation shall have immediate effect upon sending the notice. A resigning member must honour all financial obligations up to the date of termination.
9.2 A Member who is not in good standing at the end of a biennium, as defined in Article 13.1, is deemed to have resigned as a Member. The concerned Member may contest this resignation before the General Assembly who will hear the arguments of the Member and then by its own discretion decide to either cancel or confirm the resignation of the membership. The General Assembly does not need to motivate this decision.
9.3 The General Assembly may, upon Board recommendation, end the membership of any Member at any time with immediate effect., The concerned Member may contest this termination before the General Assembly who will hear the arguments of the Member and then by its own discretion decide to either cancel or ratify the decision to terminate the membership. The General Assembly does not need to motivate this decision. .
Article 10 Powers of the General Assembly
10.1 The General Assembly has the following exclusive powers:
- (a) to elect the President-Elect, the Vice-President Finance and all other Vice Presidents
- Board members;
- (b) except under the circumstances stated in Article 18 ”Vacancies”, to elect, dismiss a
- grant discharge to the members of the Board;
- (c) to elect and dismiss the members of the Nominating Committee;
- (d) to create committees responsible to the General Assembly;
- (e) to change the Articles of Association
- (f) to approve the budget and annual accounts;
- (g) to appoint, end the appointment and determine the remuneration of the auditor(s); and
- (h) to dissolve and liquidate DFI.
10.2 Powers not assigned to the General Assembly are powers of the Board.
Article 11 Composition of the General Assembly
11.1 The General Assembly is composed of the following persons: (a) the members of the Board; (b) the Delegates and (c) all other Members, who are Members in good standing on the Registration Date. The “Registration Date” is 30 days before a meeting of the General Assembly. If the Registration Date falls on a Saturday, a Sunday or a public holiday in Belgium, the Registration Date is on the business day that precedes it. “In good standing” means having paid all membership fees.
11.2 The President may allow additional observers to attend a meeting of the General Assembly, without voting rights. The President decides whether an observer has the right of voice.
Article 12 Voting at a meeting of the General Assembly
12.1 Each member of the Board is entitled to one vote but must abstain from voting if the member is in a conflict of interest. A Board member can hold a proxy from another Board member. Members who are not entitled to vote have the right to intervene in the discussions.
12.2 In accordance with Article 5.4, Delegates cast the number of votes of the Members of their country, as determined by the Standing Operating Procedures.
12.3 If a Delegate is not able to attend a meeting of the General Assembly, they may give a written proxy to a Delegate from another country.
12.4 Board Members and Delegates vote in favour or against resolutions. Abstentions to vote are regarded as votes not cast. In case of a tie vote, the President, or if absent, the President-Elect, casts the deciding vote.
12.5 The General Assembly can validly adopt resolutions provided at least one-third of the possible total number of votes are present or represented. The fulfilment of the quorum is determined at the beginning of every meeting of the General Assembly. A resolution of the General Assembly is adopted when more votes are cast in favour than against. If this quorum requirement cannot be met, a second meeting may be convened which can validly deliberate and decide, irrespective of the number of votes present or represented. The second meeting may be held without the need for a convocation term following the first meeting.
12.6 In order to change the Articles of Association at least half of the possible total number of votes must be present or represented. The fulfilment of this quorum is determined immediately before the resolution is voted. A change of the Articles of Association is approved when at least two-thirds of the votes cast are in favour. If this quorum requirement cannot be met, a second meeting may be convened which can validly deliberate and decide, irrespective of the number of votes present or represented. The second meeting may be held without the need for a convocation term following the first meeting.
12.7 A resolution to change the Articles of Association must be proposed either by the Board or at least one-fourth of the Delegate votes. Adopted changes to the Articles of Association are only effective when the necessary procedures required under the CCA are completed. Amendments to the Articles of Association mentioned in Art. 2:5, § 4, 1° CCA need to be recorded by notary deed. Amendments to the articles of association mentioned in Article 2:5, § 4, in fine CCA shall only take effect after approval by Royal decree. The amended articles of association are to be made public by deposit with the registrar of the competent Court of Enterprises and published in the Appendices to the Belgian Official Gazette in accordance with Art. 2:16 CCA.
12.8 A resolution to dissolve and liquidate DFI can only be validly adopted provided at least four-fifths of the possible total number of votes are present or represented and it is approved when more than four-fifths of the votes cast are in favour. All Past-Presidents must also be invited to such a meeting and given the right to speak.
Article 13 Frequency, Notice and Minutes of a meeting of the General Assembly
13.1 The Board must call an ordinary meeting of the General Assembly at the end of a biennium: a period of approximately two years that starts at the end of an ordinary meeting of the General Assembly and finishes at the end of the next one.
13.2 Between ordinary meetings, members of the General Assembly are allowed to meet remotely in advance by postal vote to approve the annual accounts and the budget. “Postal Vote” can be either by physical mail or by electronic mail, in correspondence with the procedure under article 13.10.
13.3 The Board must call an extraordinary meeting of the General Assembly if at least 25% of the Members in good standing ask for such a meeting or when the Board is obliged to do so by law. In addition, the Board may call an extraordinary meeting of the General Assembly whenever the Board considers it desirable. If applicable, the auditor shall convene the General Assembly when 1/5 of the Members so request.
13.4 The Board must give notice of any meeting of the General Assembly at least 45 days before the meeting. It must include the meeting place, time and the provisional agenda and be sent to all Members, Honorary Presidents and Honorary Members. Notice can be given by post or by electronic mail and/or by posting on the website of the association.
13.5 A Member is entitled to suggest changes to the provisional agenda up to 35 days before the date of the meeting.
13.6 The Board sets and communicates the final agenda to all Full Members, Honorary Presidents and Honorary Members no later than 30 days before the meeting. Such final agenda is to be posted on the website of DFI.
13.7 The General Assembly may only vote on resolutions regarding the items on the final agenda. The President may add items to the final agenda until 10 days before the meeting of the General Assembly.
13.8 For a General Assembly meeting which includes the possibility to vote remotely in advance by Postal Vote, the following additional rules apply:
(a) The President must send a notice for Postal Vote to the members of the Board and all Members at least 45 days before the Postal Ballot Date. The “Postal Ballot Date” is the equivalent of the date of the General Assembly meeting and the date on which DFI must receive the postal ballots or the vote by electronic mail as applicable.
(b) The notice includes a Postal Voting form made available by DFI via a website, e-mail or any other electronic means of communication indicated in the notice which must contain at least the following information:
- the agenda of the meeting, including the proposals for a concrete decision per agenda item;
- the possibility to cast a concrete, non-contradictory vote per proposed decision;
- the deadline by which DFI should receive the form to vote remotely;
- an effective possibility to verify the capacity and identity of the voting Delegates, e.g. by means of a qualified electronic signature.
(c) An electronic receipt of Postal Votes will be sent to the voting Delegates. The Postal Voting form sent to DFI for a given meeting applies to successive meetings with the same agenda insofar as the proposal for decision was not amended for these agenda items.
(d) The completed Postal Votes must be received at the registered office by the Postal Ballot Date no later than noon Central European Time.
(e) The Postal Votes must be counted within 30 days of the Postal Ballot Date and the result must be communicated to all Members within 10 working days of the counting of the votes.
(f) Only Members of the Board and Delegates in good standing on the Registration Date, as defined in Article 11.1 are allowed to vote at a meeting of the General Assembly by Postal Vote, in accordance with Article 5.4.
(g) Quorum and majority requirements applicable to General Assembly meetings also apply mutatis mutandis to General Assembly meetings by Postal Vote.
(h) A Delegate who has voted remotely in advance by Postal Vote may no longer participate to the voting in the General Assembly for the decisions on which it has already cast a Postal Vote. However, the Delegate retains the right to attend as an observer the debates on this decision during the General Assembly.
(i) All notices can be send out either by regular mail or by electronic mail.13.11 Meetings of the General Assembly can also be validly held by video- or teleconference with an electronic means of communication made available by DFI, whereby it must be possible to check attendance, proxies and actual deliberation and decision-making with recording of votes. All invitees except those who are part of the bureau can participate electronically in the General Assembly
13.9 The General Assembly can unanimously and in writing take all decisions that fall within its competence, with the exception of amendments to the articles of association or the decision to dissolve and liquidate DGI. In that case, the convening formalities need not be completed. The members of the Board and, where appropriate the auditor, may at their request, take cognizance of these resolutions.
13.10 The President and at least one other member of the Board must sign the minutes of the resolutions of the General Assembly. These minutes must be kept in a register at the registered office. A copy of the minutes of the General Assembly meetings must be sent to all Delegates to the General Assembly and to all Members, who are entitled to consult the minutes at any time. The Board can decide to publish those minutes on the website of the organisation where they can be consulted by all Members.
Article 14 Responsibilities and composition of the Board
14.1 The Board is DFI’s management body in accordance with Article10:9 CCA. The Board has the authority to decide and act for DFI in all matters except for those exclusively reserved for the General Assembly, by law or by the Articles of Association.
14.2 The Board considers and analyses all matters relating to the policy of DFI, and takes all actions it considers necessary to fulfil the mission and purpose of DFI.
14.3. The Board is composed of at least six Directors:
(a) the President;
(b) the President-Elect;
(c) the Vice-President Finance; and
(d) at least three other Vice-Presidents.
(e) during the first year of the biennium, the immediate Past-President.
14.4 At least half of the Directors must be physicians.
14.5 The President acts in concert with and supported by the Board. The President articulates the positions and policies of DFI and is empowered to represent DFI in accordance with Article 28: “Representation”. The President must seek advice from and report to the Board regularly.
14.6 The Vice-President Finance, who is appointed to assist the Board on all DFI’s financial and accounting matters, must be qualified in accounting and have financial skills and experience.
14.7 Notwithstanding the obligations that come forth from collegiate governance, i.e. consultation and control, the Board may entrust a specific responsibility to one or more Directors on a non-exclusive basis and under the collective responsibility of the Board. This division of powers cannot bind third parties – not even when made public. Acts in breach of this internal agreement entail the internal liability of all Board members concerned.
14.8 The Board can hire also one or more persons who are not Board members to assist in the management of the association or to perform specific tasks for the association. This delegation of power cannot concern the general management of the DFI or the general
powers of the Board.
Article 15 Nominating Committee
15.1 The Nominating Committee is composed of four members:
(a) the President-Elect;
(b) the Immediate Past-President;
(c) a former Vice-President, preferably whose term ended in the previous biennium; and
(d) a Regional Chair or a former Regional Chair, preferably whose term ended in the
15.2 The President-Elect serves ex officio and chairs the Nominating Committee. The
Immediate Past-President serves ex officio. The General Assembly elects the other
15.3 If a function is unavailable at the time of the composition of the nominating committee, the general assembly must elect a full member recommended by the board to reach the total number of members required.
15.4 The role of the Nominating Committee is to select and propose the nominees to the General Assembly for the following positions: President-Elect, Vice-President Finance, other members of the Board and the other members of the next Nominating Committee. The Board is authorised to define in the Standing Operating Procedures the qualifications that every nominee must meet as a member of the Board, Nominating Committee, Audit and Risk Management Committee, or other committees.
Article 16 Term of office of the members of the Board and of the members of the Nominating Committee
16.1 The term of office of both a member of the Board and a member of the Nominating Committee is a biennium, as defined in Article 13.1.
16.2 Both a member of the Board and a member of the Nominating Committee may resign at any time by giving written notice to the President, such notice to be send to the registered office and to the address of the President. The President may resign by giving written notice to the President-Elect, such notice to be sent to the registered office and to the address of the President-Elect.
16.3 The General Assembly is authorised to dismiss both a member of the Board and a member of the Nominating Committee at any time.
16.4 If members of the Board or members of the Nominating Committee are not elected at a biennial meeting of the General Assembly, elections must take place as soon as possible. The current members of the Board or members of the Nominating Committee must continue to serve until their successors are elected.
16.5 The President may only hold office for one biennial term.
16.6 The President-Elect becomes President when the term of the current President expires or, in the event of a vacancy, as provided in Article 17 “Vacancies”.
16.7 The Vice-Presidents are eligible to be re-elected for a second consecutive term. After the intermission of at least one biennium, a former Vice President may again apply for candidacy. The Vice-President Finance is eligible to be re-elected consecutively for more than one term.
16.8 A member of the Nominating Committee is not eligible to be nominated for re-election or for election as President-Elect, Vice-President or Vice-President Finance for a consecutive term. After the intermission of at least one biennium, a former member of the Nominating Committee may again apply for candidacy.
Article 17 Vacancies
17.1 If the president is unable to act, the president-elect assumes the presidential functions until the president is able to act again. if the position of president becomes vacant, the president-elect takes on the functions of the president to complete the remaining term of office and then acts as president for a full term.
17.2 If the position of President-Elect becomes vacant, the Board must designate a member of the Board to assume its function until the General Assembly appoints a new President- Elect.
17.3 If the position of Vice-President Finance becomes vacant, the Board must designate a member of the Board who has the qualifications stated in Article 14.6 to assume its function until the General Assembly appoints a new Vice-President Finance. If no other member of the Board has the required qualifications, the Board must designate a person from outside the Board to assume the position, with voting rights, until the General Assembly appoints a new Vice-President Finance. Any other vacancy in the Board must be filled by the General Assembly at its next meeting.
17.4 Temporary vacancies in the Board do not prevent the Board from functioning if it is composed of at least two-thirds of its members.
17.5 If a position in the Nominating Committee becomes vacant, the General Assembly must elect a person recommended by the Board to fill the vacancy for the remaining term of office.
Article 18 Resolutions of the Board
18.1 At least two-thirds of the members of the Board must be present to constitute a quorum. A member of the Board is considered present when participating in person, by telephone, video conference or any other means that allows for interactive debate, or when represented by proxy. A member of the Board can hold one written proxy for another member of the Board.
18.2 Members of the Board vote in favour or against resolutions. Abstentions to vote are regarded as votes not cast. In case of a tie vote, the President, or if absent, the President- Elect, casts the deciding vote.
18.3 A resolution of the Board is adopted if a simple majority of the members of the Board who are present or duly represented vote in favour. A resolution to change the Standing Operating Procedures is approved if two thirds of the members of the Board who are present or duly represented vote in favour.
18.4 If it is not possible or practical to have the Board meeting in person or even by video- or teleconference, the Board is allowed to conduct its business by each member of the Board signing a unanimous written consent resolution, according to the procedure defined in the Standing Operating Procedures. A unanimous written consent resolution by each Board member is considered the same as a unanimous vote of the Board.
Article 19 Frequency, Notice and Minutes of a meeting of the Board
19.1 The Board must meet at least twice per calendar year and whenever required in the interests of the INPA. If necessary, these meetings can also be held by video- or teleconference.
19.2 Notice of a meeting of the Board must be given in writing to all members of the Board and if applicable the Chief Executive Officer, at least 21 days before the meeting and must include the meeting place, date, time of the meeting and the provisional agenda.
19.4 The Board must either send the minutes of its decisions to the Members within 60 days for their information and comments or publish them on the website of the organisation. Any comments must be submitted to the President at the registered office within 30 days. The President must respond to reactions received from the Members.
19.5 All Board minutes must be kept in a special register at the Registered Office and may be consulted by the Members at any time.
Article 20 Regions
The Board assigns each Member to a Region, as defined in the Standing Operating Procedures.
Article 21 Regional Councils
21.1 The Members in a Region must set up a Regional Council, in accordance with the Standing Operating Procedures.
21.2 The role of the Regional Council is to assist the Board in implementing DFI’s vision, policy and programmes at the regional level.
Article 22 Regional Council members
22.1 Each Regional Council must designate a Regional Chair, a Regional Chair-Elect and Regional Council Members in accordance with the rules defined in the Standing Operating Procedures.
22.2 The Regional Chairs and Regional Chairs-Elect hold office for the biennium. Their appointment may be renewed for one or more terms. The Standing Operating Procedures also stipulate how the mandate of Regional Council members can be ended and how they can resign.
22.3 The General Assembly confirms a Regional Chair and a Regional Chair-Elect in each Region.
Article 23 Finances
23.1 The Vice-President Finance assists the Board in keeping the accounts and finances of DFI in accordance with the legal requirements.
23.2 DFI’s financial year is the calendar year.
23.3 Each year, the Board must prepare financial documents which include the annual accounts of the previous financial year, the annual budget for the following financial year, and any other documents or filings required by law. In addition, the Board may prepare budgets and accounts that cover a biennium.
23.4 The Board must submit the accounts and budgets for approval to the General Assembly at its next meeting or by postal vote or electronic mail within six months of the closing of the financial year. The annual accounts shall be filed, as the case may be, with the clerk’s office of the competent Enterprise Court or with the National Bank of Belgium, according to Article 3:47, § 7 CCA and the Royal Decree of 29 April 2019. The Board can decide to publish those accounts and budgets on the website.
23.5 The financial documents must be sent to the Delegates to the General Assembly and to all Members at least 30 days before the meeting called to approve them.
Article 24 Audit and Risk Management Committee
24.1 An auditor, member of the Institute of Company Auditors (“Instituut van de Bedrijfsrevisoren”), must audit the annual accounts of DFI.
24.2 The Board can decide to set up an Audit and Risk Management Committee, composed of persons who have the necessary qualifications to exercise the functions and who can recommend to the Board courses of action. The Committee itself cannot decide, it is only the Board which has the power to make decisions.
24.4 All members of the Audit and Risk Management Committee hold office for the biennium. Their appointment may be renewed for one or more terms.
24.5 The role of the Audit and Risk Management Committee is:
(a) to assist the auditor;
(b) to follow up closely the finances and accounting processes of DFI;
(c) to assist the Board in addressing and acting upon any comments, recommendations and opinions of the auditor with respect to DFI’s accounts and financial statements;
(d) to provide the Board with recommendations on the accounting processes of DFI in response to the auditor’s findings;
(e) to identify strategic, financial and operational risks; evaluate and manage these risks; and
(f) to report regularly to the Board. The Audit and Risk Management Committee may revise
its own terms of reference, subject to Board approval.
Article 25 Committees
The Board may create committees operating in accordance with the Standing Operating Procedures. The Board can also decide to have non-members perform certain functions, defined by the Board. These functions can be paying or not.
Article 26 Secretary
The Board must appoint a person to exercise the functions of Secretary to the General Assembly and a person to exercise the functions of Secretary to the Board. The Secretary assists in the conduct of the voting process and the counting of the votes, and prepares, disseminates and keeps the minutes of all meetings of the General Assembly, the Board and the Nominating Committee, as applicable.
Article 27 Standing Operating Procedures
27.1 The Board may adopt internal working rules and policies called Standing Operating Procedures to implement the Articles of Association and regulate the daily operations of DFI.
27.2 The Board may change or repeal the Standing Operating Procedures in accordance with Article 18.3 “Resolutions of the Board”. The most recent version of the Standing Operating Procedures is dated 1 February 2019.
27.3 If there is a conflict between the Standing Operating Procedures and the Articles of Association, the Articles of Association prevail.
Article 28 Representation
28.1 The Board represents DFI in every transaction it makes in and out of Court, by the majority of its Board members. 2. Notwithstanding the general representative power of the Board, any two Board members acting jointly may validly represent DFI towards third parties and in legal proceedings.
28.2 The Board may delegate, in writing, specific powers of representation to a Director, the Chief Executive Officer, if there is one, or another person. Only exceptional and limited powers for a specific or a series of specific legal actions are permitted. The authorised agents bind the INPA within the scope of their mandate, the limitations of which bind third parties in accordance with the rules of agency.
28.3 Both the President and the President-Elect, acting alone, may validly represent DFI with respect to all matters of daily management, as defined in Article 21.2.
28.4 The nomination of the members of the Board and of the persons authorised to represent the INPA and the termination of their function are made public by means of deposit in the organisation’s file at the registry of the Court of Enterprises, and by means of an extract of which is to be published in the Belgian State Gazette. From these documents it should in any case be clear whether the persons that represent the INPA in matters of daily management, bind the INPA either each separately, collectively, or as a board as well as the scope of their powers.
Article 29 Dissolution and Liquidation
If the General Assembly decides to dissolve and liquidate DFI, it must appoint one or more liquidators and determine their powers. As soon as the decision is taken to dissolve the INPA, the organisation must always declare that it is an “INPA in dissolution”. The General Assembly must also decide on the allocation of the net assets of DFI to ensure that it relates to similar goals as those of DFI as mentioned in Article 2: “Non-profit purpose of international use and Activities”. All decisions concerning the dissolution, the liquidation requirements, the nomination and the termination of office of the liquidators, the closure of the liquidation and the distribution of the assets of the organisation will be deposited at the registry and published in the Annexes of the Belgian State Gazette in accordance with the relevant provisions of the CCA and the relevant implementation decrees.
Article 30 Final provision
Any matter which is not covered by the Articles of Association or the Standing Operating Procedures is governed by the provisions of the CCA or its executing decrees.