Proposition 53K0338

Projet de loi modifiant la loi du 27 juin 1921 sur les associations sans but lucratif, les associations internationales sans but lucratif et les fondations en ce qui concerne la convocation de l'assemblée générale.

General information ¶

Authors

LE Christian Brotcorne, Joseph George

Submission date

Oct. 8, 2010

Official page

Visit

Status

Adopted

Requirement

Simple

Subjects

non-profit organisation

Voting ¶

Voted to adopt

Groen CD&V Vooruit Ecolo LE PS | SP Open Vld MR

Abstained from voting

LDD

Party dissidents ¶

• Peter Luykx (CD&V) voted to adopt.

Contact form ¶

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Discussion ¶

March 7, 2013 | Plenary session (Chamber of representatives)

Full source

The rapporteur, Ms. Leen Dierick, refers to her written report.

The WTO is an important link in our socio-economic life. A large part of our civil society, the association life on the social, sports and cultural levels, is organized through countless vzw’s.

In total, our country has 130 000 institutions. Together, they represent 430 000 employees, as well as many tens of thousands of volunteers. The turnover of our VZWs amounts to 28.5 billion euros annually or 5.2% of our GDP. For example, we have VZWs for the smallest sports club, for medium-sized health centers and for large NGOs. Some CSWs count a few members, others many thousands. Some have a turnover of thousands of euros, others like hospitals of millions of euros. That all is governed by a law, the law of 27 June 1921.

A study conducted by the University of Hasselt shows that especially small companies have problems with administrative obligations. Through a number of legislative proposals, we want to remove certain gaps in order to facilitate the operation of our VZWs.

With our bills and Mr. George’s bill, we want to avoid a number of problems.

For example, we would like to set the deadline for convening the general assembly, the highest decision-making body, when one-fifth of the members so request.

We want to continue with our proposal. For example, we would like to emphasize the enforceability of the convocation of the general assembly if the Board of Directors would not take action.

We want to remove the disagreement on the interpretation of the concept of “member of a vzw” by making a distinction and clarifying the provisions of working members versus joined members.

We also wanted to emphasize the possibility of adding additional agenda points through our bill.

Expert hearings demonstrated the relevance of the proposals. As Mr Steven Matheï of the University of Hasselt stated, the proposal has the merit of providing simplification and removing the ambiguity.

What is now on the vote? This is the Bill No. 338 of the CDH for determining the deadline for the convocation of the general assembly and two legislative proposals of the N-VA that go beyond merely fixing a deadline for the convocation of the general assembly when a fifth of the members so request. Our proposal connects this with a clear enforceability when the Board of Directors is in default. It also aims to clarify the uncertain definition between effective and joined members. In addition, we also want that, provided that the support of 20 % of the members can be determined an agenda. However, our bills and our amendments did not meet the CDH bill.

It is already clear that the law will have to undergo a number of new changes, even if it was only in order to adapt to the European regulations. A more structured revision of the CSW legislation is urgently needed. We believe that we are missing an opportunity here.

Since the fixing of the deadline for the meeting is too minimalist for us and our suggestions for improvement have not been heard, we will abstain in the vote on the CDH proposal.

The proposal of Mr. Brotcorne and myself aimed to solve a problem that others also wanted to solve, that of the failure to convene a general assembly when the request was made. It also aimed to resolve the problem of the deadline within which the general assembly was to be held. I would like to thank all the members of the committee. We had the opportunity to hear four people who drew our attention to this problem and who confirmed it. These people have also opened up other ways of thinking. The committee then faced a choice: to begin a profound reform of the ASBL law or to stick to the most urgent concerns. The decision of the Commission was to adhere to this second hypothesis. That is why this bill aims at two things. First, the problem of the deadline within which there will necessarily be a convocation and a general assembly when the request is made, in the absence of a statutory rule that would provide for other deadlines. Second, the obligation to submit the Rules of Procedure to the vote of the General Assembly. In this regard, Mr. Davagle, one of the experts heard, told us that the internal rules are almost always drawn up by the board of directors and then imposed on the members.

It is clear that not everything is resolved. We have to take other problems on arm-to-body. In our rule of law, ASBLs are of very variable geometry, with extremely different issues and fields of application. We will ⁇ have to consider – and this will be the subject of further proposals – the implementation of the principles of good governance in ASBLs, the imposition of strict accounting rules in large ASBLs, the subjecting of some ASBLs to the Company Continuity Act and liquidation procedures, the inclusion in that law of the obligation to present reports of activity at each general assembly and the warning procedures provided for in Article 138 of the Corporate Code.

Another field of application is that which concerns the destination of ASBLs, some having commercial or almost commercial activities, others purely civilian activities.

The construction site will ⁇ be reopened, but with the bill that is subject to your vote, we intend to resolve two issues, which were crucial and urgent.

June 12, 2013 | Plenary session (Chamber of representatives)

Full source

Mr. Speaker, I am very pleased to note that the draft of the Senate is here again for discussion. After all, it is following an amendment from us that was not accepted here in the committee, but after evocation in the Senate, that the draft is presented here again. That delights us.

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