About VKI
Word of the directors
Dear visitor,
Let me take this opportunity to welcome you to the website of the von Karman Institute for Fluid Dynamics. I would like to share some insights about the VKI with you.
Green technologies such as noise reduction, reduction of pollution (NOX releases) as well as global warming (CO2 release) are the drivers for revolutionary changes in century old industries like aerospace, car industry or energy conversion. New ideas like using micro satellites for in orbit technology demonstration and debris mitigation, advances in new propulsion concepts and qualification of new reusable materials will make future high speed travel affordable.
These are some of the topics that bring young engineers and scientists from all over the world to the von Karman Institute to study, improve their skills and perform their research. Located in Sint-Genesius-Rode near Brussels, this non-profit international educational and scientific organization is specialized in fluid dynamics (flows of liquids, gases and plasmas) in the area of Aeronautics and Aerospace, Environmental and Applied Fluid Dynamics, and Turbomachinery and Propulsion. The von Karman Institute prides itself in providing "advanced training in research through research".
The VKI acknowledges the sustained support from BELSPO and its international consortium of member states, which has allowed the VKI to reach the present level of competence and its worldwide recognition as a true center of excellence in fluid dynamics.
Peter Grognard
Managing Director of the von Karman Institute
About VKI
VKI is a non-profit international educational and scientific organisation, hosting three departments (aeronautics and aerospace, environmental and applied fluid dynamics, and turbomachinery & propulsion). It provides post-graduate education in fluid dynamics (Research Master in Fluid Dynamics (Master-after-master level), former "VKI Diploma Course", Doctoral Programme, Short Training Program and lecture series) and encourages "training in research through research". The von Karman Institute undertakes and promotes research in the field of fluid dynamics. Extensive research on experimental, computational and theoretical aspects of gas and liquid flows is carried out at the VKI under the direction of the faculty and research engineers, sponsored mainly by governmental and international agencies as well as industries.
The von Karman Institute organizes each year 8 to 12 one-week Lecture Series on specialized topics in the field of aerodynamics, fluid mechanics and heat transfer with application to aeronautics, space, turbomachinery, the environment and industrial fluid dynamics. These courses have gained over the years world wide recognition for their high quality which is the result of a careful choice of subjects of current interest and lecturers known for their excellency in that field and willing to co-operate in building up well-structured courses.
VKI has a permanent staff of approximately 129 persons, among them 47 research engineers and 14 professors. Besides the permanent staff about 200 students and temporary researchers are involved in the different academic programmes. Students involved in these programmes have been recently awarded numerous prestigious grants such as those provided by the Belgian agencies FNRS, FRIA, FWO and the European Union ERC and Marie-Curie.
Furthermore, this Center of Excellence operates about fifty different wind tunnels, turbomachinery and other specialized test facilities; some of them being unique. The facilities of the Institute are renowned and VKI is recognized as a world-class research center of excellence by its peers.
On Thursday 25 August 2023, at the von Karman Institute for Fluid Dynamics (VKI), a cooperation agreement was signed between ESA and VKI for cooperation in the field of space technology and engineering. This agreement has been signed by Mr. Peter Grognard, Managing Director of VKI and Mr. Torben Henriksen, director of technology, engineering, and quality of ESA in the presence of Mr. Frank Monteny, Director of the General Research and Space at Belgian Science Policy (BELSPO). Following some long-standing and successful cooperation and mutually beneficial relationship, this agreement establishes the arrangement for cooperation between ESA and VKI to strengthen their reciprocal experience and knowledge in the field of space research. VKI, with the support of ESA, is interested in expanding the scientific research activities in Belgian companies and universities, in particular those related to space.
The von Karman Institute for Fluid Dynamics (VKI) has signed on Wednesday June 8th, 2022 in New York a Space Act Agreement for structural cooperation with the National Aeronautics and Space Administration (NASA). VKI researchers will help their American colleagues to ensure that spacecraft withstand their dangerous reentry into the Earth’s atmosphere.
The VKI acknowledges the sustained support from BELSPO and its international consortium of 16 member states, which has allowed the VKI to reach the present level of competence and its worldwide recognition as a true center of excellence in fluid dynamics.
Sixteen NATO countries among thirty-two contribute to the financing of the von Karman Institute. Those countries are actually represented at several levels in the governance bodies of the von Karman Institute: Board of Directors, General Assembly, Scientific Advisory Committee and NATO Working Group on the Financing of the von Karman Institute.
BELGIUM
BULGARIA
CZECH REPUBLIC
FRANCE
GERMANY
GREECE
HUNGARY
ICELAND
ITALY
LUXEMBURG
NORWAY
PORTUGAL
ROMANIA
TÜRKIYE
THE NETHERLANDS
THE UNITED STATES OF AMERICA
Board of directors
- Peter GROGNARD, Managing Director, von Karman Institute for Fluid Dynamics
- Baron Derrick-Philippe GOSSELIN, Chairman SCK CEN, Governor Royal Higher Institute for Defence, Professor at UGent, Belgium
- Ariadne PETRIDIS, Ambassador, Permanent Representative of Belgium at NATO, Belgium
- Hervé LAURENT, Defence Innovation Agency, Belgium
- Thomas PARDOEN, Professor, Université catholique de Louvain, Belgium, vice-chair
- Tudor PRISECARU, Professor, Politechnica University Bucharest, Romania
- Sven VAN LOO, Advisor, Office of Prime Minister Alexander De Croo, Belgium, Chair since November 2017
- Philippe WAEYTENS, Head of the Division for Financial and Budget Execution (BFA), Belgian Defense, Belgium
- Bryan WELLS, Dr., Chief Scientist at NATO, NATO HQ
Previous Chairmen of the Board of Directors
April 2016 - November 2017
2004-2015
1993-2004
1963-1993
1956-1963
Statutes
The von Karman Institute statutes have been modified by the Extra-ordinary General Assembly meeting of 29 September 2023.
PREAMBLE
The International Non-Profit Organisation to which these Bylaws refer was established on 20 December 1956 by the founders named in the original deed of formation.
A resolution to amend the Bylaws of the Association was passed at the annual General Assembly on December 16th, 2021. A new amendment of the Bylaws of the Association was passed at the extraordinary General Assembly of September 29th, 2023. For the sake of clarity, the updated text of the Bylaws is published in the annexes to the Belgian Official Gazette.
TITLE I - NAME, REGISTERED OFFICE, PURPOSE, OBJECT AND DURATION
Article 1- Name and registered office
The name of the Association shall be “von Karman Institute for Fluid Dynamics”, abbreviated to “VKI” (hereinafter referred to as “the Association”).
The name of the Association shall be “von Karman Institute for Fluid Dynamics”, abbreviated to “VKI” (hereinafter referred to as “the Association”). This name must appear on all deeds, invoices, announcements, notices, letters, orders, websites and other documents, whether or in electronic form or otherwise, originating from the Association, immediately preceded or followed by the words "international non-profit association" or by the abbreviations "inpa", “ivzw” or “iasbl” together with the address of the Association’s registered office and other indications in accordance with the Belgian Companies and Associations Code of 23 March 2019 (hereinafter referred to as 'CAC').
The registered office of the Association shall be located at 1640 Sint-Genesius-Rode, Waterloose Steenweg 72, in the Flemish Region.
The Board of Directors is authorised to shift the registered office within Belgium within the same language area. If the language of the Bylaws has to be changed, on account of the shifting of the registered office, the General Assembly shall have the sole authority to take the decision to shift the registered office, in view of the requirement to alter the Bylaws.
The Association is registered with the CBE under number 0407.185.709 as well as the Register of Legal Entities, Brussels.
Article 2 - Purpose and object
The Association has the following non-profit purposes:
a) to promote the training of scientists and engineers from the NATO (North Atlantic Treaty Organisation) allies in the field of fluid dynamics;
b) to contribute to the dissemination of knowledge in the field of fluid dynamics;
c) to conduct, instigate and promote studies and research in the field of theoretical, experimental and numerical fluid dynamics; scientists and engineers from other 2 countries may, in accordance with NATO policy, be permitted by the Board of Directors to participate in the Institute’s activities.
The object, or concrete activities, through which the Association can achieve its purposes are:
a) to develop activities in the field of academic and post-graduate education, linked to advanced scientific research in the field of fluid dynamics;
b) to organise, amongst other things, educational programmes at academic and postgraduate level, congress cycles, symposiums and colloquiums;
c) to carry out fundamental and applied scientific research in the field of theoretical, experimental and numerical fluid dynamics;
d) to set up, to participate in, to manage, to arrange to be represented in or to collaborate with institutions, associations and companies within the limits of its objectives;
e) to take capital participations with its own resources or contributing activities brought about by its research activities to companies, institutions or associations;
f) to perform any act that directly or indirectly contributes to the achievement of its purpose; g) to establish and manage all services or institutions for the realization of its purpose.
Article 3 – Duration
The Association is established for an indefinite period of time.
TITLE II - MEMBERS
Article 4 - Categories of members
The Association shall consist of full members (hereinafter referred to as “Members”) and Honorary Members (hereinafter referred to as “Honorary Members”).
Membership of the Association is open to Belgian nationals and citizens of the other NATO Member States, provided that they were nominated by a “Stakeholder” or a “Preferred Stakeholder” and may submit a mandate to represent the (Preferred) Stakeholder in accordance with article 5 of these Bylaws.
“Stakeholders” for these purposes shall mean Belgian and International governmental bodies, industrial players, research institutes and educational centres such as but not limited to universities, designated by the Board of Directors and in respect of which the appointment of a Member to represent them may be beneficial to the Stakeholder as well as the Association.
The Belgian Federal Government, NATO and the NATO funding Nations, shall be referred to as “Preferred Stakeholders” in view of their substantial recurrent financial contribution to the operational costs of the Association.
The Board of Directors shall decide on the initial selection of the Stakeholders. The Board of Directors may at any time decide to remove an organisation from the list of Stakeholders. In that case, the membership of the appointed Member representing such Stakeholder shall be immediately terminated following the decision of the Board of Directors.
The number of Members per Stakeholder shall be limited to one.
The Preferred Stakeholders shall have the right to propose the following number of Members:
- four persons designated by the Belgian federal government;
- the permanent representative of Belgium to NATO;
- the Chief Scientist of NATO;
- from the NATO countries that contribute to the financing of the Association: two representatives of each such country.
There is no limitation on the number of (Preferred) Stakeholders that can be designated by the Board of Directors, nor on the total number of corresponding Members and Honorary Members that can be proposed by these (Preferred) Stakeholders. The minimum number of Members is nine and the General Assembly shall always have at least one more Member than the Board of Directors.
Membership shall be granted in accordance with the membership procedure laid down under Article 5.
(Preferred) Stakeholders shall strive to improve the gender diversity among Members.
The title of Honorary Member may be conferred by the Board of Directors on a person whose expertise and contribution is recognised. This is done on the proposal of the Chairman and after consultation of the General Assembly.
Article 5 - Membership granting procedure
The written applications for admission of new Members shall be addressed to the registered office of the Association. Candidates shall submit a representation mandate from the Stakeholder they represent.
The applications shall be decided autonomously by the General Assembly, at its next meeting, through a majority of three-quarters of the votes cast, irrespective of the number of Members present and/or represented.
The decision of the General Assembly shall be irrevocable and no reasons need be assigned for the same. The decision is not subject to appeal.
The decision shall be notified to the candidate by ordinary letter or electronic mail.
Members are appointed for a period of four years. Within a period of three months after the expiry of the aforementioned term, the Member shall submit a new application for an extended membership in accordance with this membership procedure at the registered office.
Following the expiration of the term of an Honorary Member, the Chairman will propose a new term to the General Assembly.
Article 6 – Admission charge
The General Assembly may decide to introduce an admission charge, payable at the time of commencement of membership. Members representing Preferred Stakeholders shall be exempt from paying admission charges.
The admission charge shall not exceed 25.000€.
Article 7 - Rights and obligations of Members and Honorary Members
All Members shall have the rights and obligations laid down in the CAC and its (future) implementing decrees as are applicable to them.
Members shall also be bound to participate in at least 50% of the meetings in the four years after their appointment. They must also take part in a vote at least once a year, either in person or by granting a proxy to another voting Member attending the meeting.
Furthermore, all Members of the Association may consult the register of Members. For this purpose, they shall send a written request to the Board of Directors with which they shall agree on a date and time for consultation. The register cannot be shifted.
However, the Board of Directors may also decide to maintain the register electronically and provide on-line access to all Members.
The Honorary Members only have the rights and obligations granted to them in these Bylaws, and as per Article 14.
Article 8 - End of membership
The membership of Members as well as Honorary Members of the Association may end in the following manner:
- by resigning - such resignation shall be notified to the Board of Directors by registered mail or by a letter emailed in pdf format, carrying an electronic signature, validated by a public certification service
- by losing their capacity, if the Member was a Member of the Association in a certain capacity, in which case the Member is deemed to have resigned;
- by failing to comply with the participation requirements or the voting requirements referred to in the second paragraph of Article 7, in which case the Member is deemed to have resigned;
- through the decision of the General Assembly, with statement of reasons, approved by secret ballot, with compliance with the attendance and majority requirements prescribed for an amendment to the articles of Association, and after having heard the defence of the person concerned, whether or not assisted by their lawyer;
- automatically in case any of the Stakeholders or Preferred Stakeholders which have appointed a person in accordance with Article 4 wishes to replace that person;
- automatically for all Members appointed by a Stakeholder or a Preferred Stakeholder, in case the Board of Directors has decided to remove the related organisation from the list of Stakeholders or Preferred Stakeholders;
- automatically, if a Member has not submitted a new application for renewal of membership after a membership period of four years in accordance with article 5 of these statutes.
- automatically, in case of the death of the Member or Honorary Member
In all the above-mentioned cases, membership shall be immediately terminated.
If as a result of any of the above events, the number of Members of the Association falls below the minimum stipulated in Article 4 of the Bylaws, the Board of Directors shall immediately convene an extraordinary General Assembly, with the sole item on the agenda being the appointment of additional Members until the minimum number of Members has been restored. In such case the termination of membership shall be suspended until a replacement is found within a reasonable period of time and certainly until the following General Assembly has been held at which new members shall be elected.
Article 9 - Suspension of Members and Honorary Members
If a Member or Honorary Member acts contrary to the objectives of the Association, the Board of Directors may suspend the membership pending the General Assembly which shall decide on the termination of the membership.
Article 10 - Exclusion of rights to the property and assets of the Association
Under no circumstances may Members or Honorary Members, nor heirs or beneficiaries of a deceased Member, or any affiliated legal persons, assert or exercise any claim to the assets and property of the Association. They shall also not have any right to recover any contributions paid.
The exclusion of rights to the property and assets of the Association shall apply at all times: during membership, on termination of membership on any grounds whatsoever, on the dissolution of the Association, etc.
TITLE III - GENERAL ASSEMBLY
Article 11 - Composition and meetings of the General Assembly
The Members shall constitute the General Assembly, which shall be presided by the Chairman of the Board of Directors and, in his absence, by the Vice Chairman of the Board of Directors, and in his absence, by the managing director.
The Ordinary General Assembly shall be convened twice a year, during the second quarter of the calendar year and during the last quarter of the calendar year, at the address of the registered office or at the place specified in the notice calling the meeting.
The Board of Directors may call a General Assembly whenever it deems necessary, in the cases provided for by the law or in the Bylaws, or when at least 1/5th of the Members so request.
Article 12 - Powers of the General Assembly
The powers exclusively allocated to the General Assembly are:
- The amendment of the Bylaws;
- The appointment and dismissal of directors and the determination of their remuneration, if any;
- The appointment and dismissal of the auditors and the determination of their remuneration, if any;
- The discharge of the directors and the auditors from liability and, if applicable, the institution of an association claim against the directors and the auditors;
- The adoption of the annual accounts and the budget;
- The dissolution of the Association;
- The exclusion of a Member;
- Making or accepting a “contribution for no consideration” of a totality of assets;
- All other powers explicitly granted to the General Assembly in these Bylaws.
Article 13 - Notice calling the General Assembly and agenda
The meetings of the General Assembly shall be called by the Board of Directors.
If necessary, the auditor may call the General Assembly.
The Board of Directors, or the auditor as the case may be, shall convene the General Assembly within twenty-one days after the request for calling the meeting and the General Assembly shall be held no later than on the fortieth day after such request.
The notice shall be sent at least fifteen days prior to the date of the General Assembly to all Members, Honorary Members and directors by registered letter or by electronic mail to the address last provided by them.
The notice shall contain the date, time and venue of the General Assembly as well as a draft agenda.
A copy of the documents that must be submitted to the General Assembly in accordance with the CAC shall be sent immediately and free of charge to the Members and directors who request the same.
Any proposal may be placed on the agenda provided it is signed by at least one-twentieth of the Members. Such a proposal must be submitted to the Board of Directors no later than 7 days before the date of the General Assembly.
The Board of Directors may offer Members the opportunity to participate in the General Assembly remotely. This means that the General Assembly can be held as follows, namely via an electronic means of communication provided by the Association, whereby all participants can communicate with each other, take part in the deliberation, ask questions and take note of the discussions during the meeting simultaneously and continuously.
The Members shall thus be deemed to be present at the place where the General Assembly is held. However, the Association must be able to verify the capacity and identity by means of the electronic means of communication used.
The notice calling the General Assembly shall include a clear and precise description of the procedures laid down with regard to the remote participation. The minutes of the General Assembly shall mention the technical problems and incidents, if any, that have prevented or disrupted the electronic participation in the General Assembly and /or in the voting.
Members can also cast their vote remotely, either by letter or via the website, using a form provided by the Association, or via an online voting platform. In the latter case, the voting results shall be saved.
Article 14 - Attendance quorum and voting at the General Assembly
No quorum is required and the resolutions of the General Assembly shall be passed by a majority of the votes cast by the Members present or represented, unless the CAC or the Bylaws prescribe a different attendance quorum or other majority for passing of resolutions.
In case of a tied vote, the proposal shall be deemed to have been rejected.
An alteration of the Bylaws is only adopted if it is mentioned in detail in the agenda and if two thirds of the Members are present or represented. Furthermore, an amendment of the Bylaws will only be deemed to have been adopted, if it obtains two-thirds of the votes cast, whereby abstentions shall not be counted either in the numerator or in the denominator
If the alteration of the Bylaws relates to the object or the non-profit purpose of the Association, it shall only be deemed to be to have been adopted if four fifths of the Members are present or represented and if it obtains four fifths of the votes cast.
Abstentions shall not be counted either in the numerator or in the denominator.
Each Member shall have the right to cast one vote; Honorary Members shall have no right to cast a vote and may only be invited to the General Assembly in an advisory capacity.
Each Member may act as proxy for up to three Members who cannot be present and wish to be represented.
Article 15 - Minutes of the General Assembly
The resolutions passed by the General Assembly shall be recorded in a register that shall be maintained at the registered office of the Association.
This register may be consulted by any Member and Honorary Member, but only at the address of the registered office of the Association. Remote access to the register will be authorized subject to the condition that the capacity and identity of the person accessing the register can be verified.
Members and Honorary Members shall be informed of the decisions of the General Assembly by sending a copy of the original minutes.
TITLE IV – BOARD OF DIRECTORS
Article 16 - Composition of the Board of Directors and deliberation
The Board of Directors shall be composed of at least eight and at the most fifteen Directors, all of whom shall be natural persons. In case of new appointments, efforts will be made to improve the gender diversity within the Board of Directors.
Legal entities may not be appointed as Directors.
The General Assembly appoints the following persons as Directors by virtue of their capacity for the duration of their external mandate:
- four persons designated by the Belgian federal government;
- the permanent representative of Belgium to NATO;
- the Chief Scientist of NATO;
- two representatives of the NATO countries that provide financial support to the association
The Board of Directors may ask the General Assembly to nominate one or more additional Directors in view of their specific expertise or know-how, without exceeding the maximum number of fifteen Directors.
It is the exclusive competence of the General Assembly to confirm the appointment of the Directors and to terminate their mandate, on any grounds whatsoever, in accordance with article 24.
The Directors are appointed by the General Assembly by a simple majority of votes of the Members present or represented at such meeting.
The Board of Directors shall elect a Chairman and a Vice-Chairman from among its Members, by absolute majority and by secret ballot.
The Board of Directors may also appoint a Secretary and a Treasurer, who may or may not be Members of the Association.
The position of director is unremunerated. Nevertheless, expenses incurred by directors in the performance of their duties may be reimbursed to them upon presentation of the necessary supporting documents.
Article 17 - Powers of the Board of Directors
The Board of Directors shall have the power to perform all such acts as may be necessary or useful for the realisation of the objects of the Association, except for such acts for which the General Assembly has exclusive authority under the law or in accordance with these Bylaws.
The Board of Directors may decide on the establishment of all bodies that it deems useful for the realisation of the purpose of the Association. It shall also determine the powers of the same.
Notwithstanding the obligations arising from functioning as a collegial board, namely consultation and supervision, the directors may share the management tasks amongst themselves.
This division of labour cannot be invoked as against third parties, even after the same has been made public. However, non-compliance with the same shall jeopardise the internal liability of the director(s) concerned.
The Board of Directors may delegate part of its management powers to one or more third parties who are not Members of the Board of Directors, but the general policy of the Association or the general management powers of the Board of Directors may not be delegated in this manner.
The Board of Directors shall issue all such internal regulations as it may deem necessary. Such internal regulations may not contain any provisions contrary to the CAC or the Bylaws. The Internal Regulations and any amendments thereto shall be notified to the Members in accordance with Article 2:32 of the CAC, if applicable.
The most recent version of the Internal Regulations shall always be available for inspection at the registered office of the Association.
If the Board of Directors amends the Internal Regulations, it shall be bound to include the same in the agenda as well as in the minutes of the Board of Directors meeting.
The Chairman of the Board of Directors shall wherever necessary, have the power to take urgent measures between meetings and to convene an Extraordinary General Assembly if so required.
Article 18 - Notice calling the meetings of the Board of Directors and agenda
Meetings of the Board of Directors shall be called by the Chairman or by the Secretary.
The meetings of the Board of Directors shall be convened at least six times a year and as often as the interests of the Association may require the same.
The notice shall be sent by letter or electronic mail at least eight days prior to the date of the meeting and shall contain the date, time and venue of the meeting as well as the agenda thereof.
The aforementioned agenda shall be prepared by the Secretary.
The meetings of the Board of Directors may be held by means of audio and/or video conferencing technologies, agreed upon by the Board of Directors, whereby all participants can communicate with each other allowing for an effective meeting between the persons concerned. In this way, remote participation, more specifically electronic participation, in the Board of Directors is possible.
Article 19 - Attendance quorum and voting at Board of Directors meetings
The Board of Directors may only validly deliberate if a majority of its members are present or represented.
Resolutions shall be approved by a majority of votes, except in cases where a special majority is provided for under these Bylaws or under the law.
In case of a tied vote, the proposal shall be deemed to have been rejected.
Each director may be represented by a proxy of his choice by means of a written authorisation with the right of delegation as long as the latter is a Member of the Association or by another Director.
However, each mandated person may only hold a maximum of two proxies.
Article 20 - Minutes of the Board of Directors
The resolutions of meetings of the Board of Directors shall be recorded in a register maintained at the registered office of the Association in the form of minutes of meeting.
This register may be consulted by any Member and honorary Member, but only at the address of the registered office of the Association. Remote access to the register will be authorized subject to the condition that the capacity and identity of the person accessing the register can be verified.
Article 21- Power of external representation of the Board of Directors
The Board of Directors, as a collegial body, shall represent the Association before a court of law and otherwise in all judicial and extrajudicial acts.
It represents the Association through the majority of its members.
Without prejudice to the general representative authority of the Board of Directors as a collegial body, the Association shall also be represented before a court of law and otherwise by the Chairman or by the Managing Director.
The Board of Directors or the directors representing the Association may designate representatives of the Association. Only special and limited powers of attorney for specific or a series of specific legal acts are permitted. The authorised representatives shall bind the Association within the limits of the power of attorney granted to them, the limits of which shall be enforceable against third parties in accordance with the provisions that apply to mandates.
Article 22 - Disclosure requirements of the Board of Directors
All deeds relating to the appointment, resignation, termination of mandate of the directors or external representation of the Association shall be published by filing them in the file of the Association at the registry of the Enterprise Court and by publishing an extract in the Annexes of the Belgian Official Gazette.
Article 23 - Conflict of interest
If the Board of Directors is required to take a decision or to make a statement concerning a transaction that falls within its scope of competence, in which a director has a direct or indirect interest of a patrimonial nature that conflicts with the interest of the Association, the director concerned must notify the other directors of the same before the Board of Directors takes a decision.
Its statement and explanation concerning the nature of this conflict of interest shall be included in the minutes of the meeting of the administrative body that has to take the decision.
The Board of Directors shall cannot delegate this decision.
The director with a conflict of interest may not participate in the deliberations of the Board of Directors on such decisions or transactions, or in the voting thereon.
If the majority of the present or represented directors have a conflict of interest, the decision or the transaction shall be placed before the General Assembly; if the General Assembly approves the decision or the transaction, the Board of Directors may execute it.
This procedure shall not apply when the decisions of the Board of Directors relate to customary transactions which take place under the conditions and at the security levels normally prevailing on the market for similar transactions.
Article 24 - Duration and expiry of the mandate of the Board of Directors
The term of mandate of the Directors cannot exceed the period between eight ordinary General Assemblies.
Once the term of the mandate has expired, the mandate shall automatically end at the next General Assembly.
The retiring directors shall be eligible for re-election.
Each retiring director shall remain in office until the date of the next ordinary General Assembly or until such time as the General Assembly appoints a new director.
However, the Board of Directors may appoint a substitute, if necessary, in the event of a vacancy in a directorship, and such appointment shall be limited to the time of the mandate that is being replaced.
The Board of Directors or some of its directors may be dismissed at any time by the General Assembly with a majority of 3/4th of the Members present.
Voting shall be done in secrecy.
Any director may resign by sending a registered letter to that effect to the Chairman of the Board of Directors.
The term of office of a director shall terminate by operation of law in case of the death of such director.
Article 25 - Day-to-day management
The day-to-day management includes both the actions and decisions that do not go beyond the needs of the day-to-day existence of the Association and those which, either because of their minor importance or because of their urgent nature, do not justify the intervention of the Board of Directors.
The Board of Directors shall ensure the day-to-day management of the Association.
It may delegate some of its powers to its Chairman, to a director or to one or more appointees, in accordance with the Internal Regulations.
If more than one person is involved, such persons shall act alone, both with regard to internal day-to-day management and external representation power relating to day-to-day management.
The Board of Directors shall be responsible for the supervision of the day-to-day management of the Association.
The appointment of the persons in charge of the day-to-day management and the termination of their mandate shall be made public by filing them in the file of the Association maintained at the Registry of the Enterprise Court and by publishing an extract in the Annexes to the Belgian Official Gazette. This information will also be provided to all Members of the Association.
Article 26 - Liability of Directors
The Directors and executive Directors shall be liable to the Association for errors committed during the performance of their duties.
With regard to third parties, the directors shall be liable for extra-contractual errors.
The Board of Directors is in principle jointly and severally liable unless a director proves that he has reported the alleged error to the Board of Directors, in which case the director concerned is relieved of liability.
If the liability of the Board of Directors or its Directors is established, it shall be limited to the liability that is mandatorily imposed under the law.
TITLE V - DISSOLUTION AND LIQUIDATION
Article 27 - Dissolution
The Association may be dissolved at any time by the General Assembly.
The General Assembly shall be convened to discuss proposals concerning the dissolution of the Association, submitted by the Board of Directors or by at least 1/5th of all Members.
In order to validly deliberate and decide on the dissolution of the Association, at least 4/5rd of the Members must be present or represented at the General Assembly.
The decision to dissolve the Association must be taken by a special majority of 4/5th of the votes present or represented.
From the time of the decision to dissolve the same, the Association shall always state that it is an “association in liquidation” in accordance with the CAC.
Article 28 - Liquidation
In case the proposal for dissolution is approved, the General Assembly shall appoint two liquidators and shall define their mandate.
Article 29 - Distribution of assets
In case of dissolution and liquidation, the Association’s assets shall be transferred to the Belgian State.
Article 30 - Disclosure requirements
All decisions relating to the dissolution, the liquidation conditions, the appointment and termination of the mandate of the liquidators, the completion of the liquidation and the distribution of the assets shall be filed in the file of the Association maintained at the Registry of the Enterprise Court and published in the Annexes to the Belgian Official Gazette in accordance with the CAC and its implementing decrees.
TITLE VI - OTHER PROVISIONS
Article 31 - Languages
The working language of the Association will be Dutch, French or English. Dutch shall be used for all official communication (deeds and documents) issued by the Association, in accordance with the language legislation (including the Flemish Decree on Language of 19 July 1973). However, for this type of communication, an English translation will always be added for information purposes.
English shall be the official language used in educational programmes.
Article 32 - Finance
The resources of the Association consist of:
- subsidies, gifts and bequests of any kind;
- contributions if any;
- any fees payable on account of services provided to third parties.
However, in case the Association receives fees as set out in (c), profit maximisation shall never be the main purpose of the Association. The main purpose shall always be the non-profit purpose described in Article 2 of these Bylaws.
Article 33 - Financial year
The financial year shall begin on the 1st of January and end on the 31st of December of the same year.
The annual accounts of the previous financial year as well as the budget for the next financial year shall be drawn up each year by the Board of Directors and submitted to the General Assembly for approval at its next meeting.
The annual accounts shall be filed with the Registry of the Enterprise Court within thirty days of their approval by the General Assembly. Insofar as applicable, the annual accounts shall be filed with the National Bank in conformity with the CAC and its implementing decrees.
Article 33 - Unforeseen cases
In all cases not expressly provided for in these Bylaws, the provisions of the CAC, its amendments, or any replacement legislation and the (future) implementing decrees shall apply.
Article 34 Government Commissioners
The Belgian Federal Government shall appoint two Government Commissioners to the Association, one appointed by the State Secretary for the Budget and one by the State Secretary for Science Policy. The mandate of the Government Commissioners shall not be remunerated and is limited in time until the finalization of the renovation of the site and the appropriate spending of the related budget.
The Government Commissioners are not part of the Board of Directors, but attend its meetings in an advisory capacity. They shall be immediately notified of any decision taken by the Board of Directors and shall have access to all documents and information available to the Board of Directors.
Each Government Commissioner may, within four working days, submit a reasoned appeal accompanied by the statement of grounds thereof to their respective State Secretary, against any decision of the Board of Directors which they consider to be contrary to the law, to the bylaws of the Association or to the decisions of the Federal Government related to the Association. Such appeal shall have suspensory effect.
This period shall commence on the day of the meeting at which the decision is taken, if the Government Commissioner has been duly invited, and, if not, the day on which he has received knowledge thereof.
If the State Secretary to whom the appeal is made has not served notice the annulment within a period of eight working days, commencing on the same date as mentioned in the preceding paragraph, the decision of the Board of Directors shall become irrevocable.
The annulment of the decision is notified to the Board of Directors by the State Secretary who pronounced it.
History
The von Karman Institute was established in October 1956 in the buildings which formed what then was the aeronautical laboratory of the Civil Aviation Authority (Administration de l'Aéronautique) of the Belgian Ministry of Communications.
The history of the laboratory goes back to 1922 when, on farmland purchased by the Belgian Government, the first building was erected to house the STAé (Service Technique de l'Aéronautique), i.e. the technical services of the Civil Aviation Authority then under the Ministry of Defence. The building was designed to accommodate a large low speed wind tunnel of the Eiffel type with an open return circuit and open-jet test section of 2 m diameter, as well as offices and shops. It still exists and has been refurbished internally after removal of the low speed tunnel to make room for modern turbomachinery and high speed facilities. A second building was added in 1935 to house offices and laboratories. It is now the Institute's administrative building. The last addition was made after the war, in 1949, with the construction of a large building specially designed to house a supersonic tunnel and a multi-configuration low speed facility.
During the pre-war years, the civil aviation technical services based in Sint-Genesius-Rode was responsible for the certification, testing and inspection of aircraft or aircraft components and equipment as well as for the aeronautical ground facilities. Belgium was engaged in aircraft design and construction at that time and the low speed wind tunnel was used for the aerodynamic testing of aircraft models or components. It was also used occasionally for non- aeronautical studies. What stands out as the most important and original contribution to aeronautics in the period between 1930 and 1940 is the pioneering work on helicopters carried out at the laboratory under the leadership of Nicolas Florine. Florine was an outstanding scientist who brought to a successful conclusion the design of the first tandem rotor helicopter using co-rotating rotors. This work involved theoretical studies, model testing in the wind tunnel and in free flight, construction of three prototypes and full scale flight; it culminated in October 1933 with the unofficial world flight duration record for helicopters of 9 minutes 58 seconds. See below the video of 1933.
After the last war, the Belgian Government decided to modernize the aerodynamic testing facilities at Sint-Genesius-Rode on the recommendation of Professor Emile Allard. Since that part of the technical services dealing with aircraft inspection, certification and airworthiness had been moved close to Brussels Airport, there only remained at the location of Sint- Genesius-Rode the aerodynamics laboratory which was jointly operated by the Civil Aviation Authority (Administration de l'Aeronautique) and the national aeronautical research centre, CNERA.
This centre was created by the FNRS (the National Scientific Research Foundation), with the concurrence of the Civil Aviation Authority, to supplement the existing team of civil servants operating the laboratory with scientific personnel who would collaborate in the research programmes. In fact, the main tasks at the beginning were to calibrate the newly acquired low speed and supersonic facilities.
In the course of 1955, Theodore von Karman, who was chairman of the Advisory Group for Aeronautical Research and Development (AGARD) of NATO, proposed with his assistants, Frank Wattendorf and Rolland Willaume, the establishment of an institution devoted to training and research in aerodynamics which would be open to young engineers and scientists of the NATO nations. It was strongly felt that this form of international undertaking would fulfill the important objective of fostering fruitful exchanges and understanding between the participating nations in a well-defined technical field. With the full backing of the Belgian national delegates to AGARD, Dr. M. Freson and Professor F. Haus, the Belgian Government agreed to host the projected new centre in its aeronautical laboratory in Sint- Genesius-Rode. A study group was then set up under the auspices of AGARD to determine the possibilities of establishing the centre at Sint-Genesius-Rode and, bearing in mind the existing facilities, to recommend a teaching programme appropriate to the objective pursued. The group appointed by AGARD consisted of Professors F. Haus, L. Malavard, A.D. Young and C. Zwikker. The coordination was ensured by R. Willaume and F. Wattendorf of AGARD.
Caption: Theodore von Karman inside the "Florine III" tandem rotor helicopter conceived (by Nicolas Florine in 1935) at the place where now stands his institute
Caption: Model of the Florine 4 Helicopter, designed by Nicolas Florine in 1945. The partially assembled helicopter as well as a 1/5 scale wind tunnel model will be exhibited at the Brussels Air Show in 1947 where the tests for 1948 are announced. But official support for the Florine IV is suspended front finish of the helicopter; the project was definitively abandoned in 1949. The model is now exhibited at the Royal Air Museum of Belgium
In parallel to the scientific mission of the study group, negotiations were undertaken between the governments of the USA and Belgium to obtain a rapid solution to the administrative and financial questions raised by the support and operation of the centre.
The result was a formal agreement between the two governments, reached in Belgium in September 1956 and signed officially in Paris on December 15, 1956 by General J.B. Larkin for the U.S. Government and the Belgian Ambassador to Paris for the Belgian Government.
It is interesting to recall what had been recommended by the AGARD Study Group of 1955 in terms of training and research : ``the Institute should aim toward a training which, apart from its direct and obvious ties with aeronautical industries, would be of value in wider areas such as industrial or scientific research where the application of experimental techniques of aerodynamics would be profitable''.
The group also ``felt it desirable that certain research programs be carried out at the Institute and in that perspective to encourage good students to prolong their stay at the Institute for another year to devote themselves to research''.
Later the support of the Institute was shared, with different contributions, between a larger number of NATO countries and as one would expect for an institution depending upon fifteen nations for its support, difficulties and problems have, in the course of its 66 years of existence, occasionally arisen. They have always been surmounted thanks to the goodwill and understanding of the participating nations who recognized the important role assumed by the Institute in specialized training and in scientific cooperation.
Theodore von Kármán acted as the Institute's Chairman until his death in 1963. It was then that the name of the organization was changed in memory of its founder.