Statutes of the association
The von Karman Institute statutes have been modified by the Extra-rodinary General Assembly meeting of 15 May 2017.
DESIGNATION AND REGISTERED OFFICE
Article 1: A not-for-profit international association has been created with the name of "von Karman Institute for Fluid Dynamics", in abbreviated form "V.K.I.", having its registered office in the Brussels-Halle-Vilvoorde district of jurisdiction, at 72 Chaussée de Waterloo, Rhode-Saint Genèse, Belgium.
This name may be translated into:
-Dutch: "von Karman Instituut voor Stromingsdynamica", in abbreviated form "V.K.I."
-French: "Institut von Karman de Dynamique des Fluides" in abbreviated form "I.V.K."
Article 2: The objects of the V.K.I. are:
- to promote the training of scientists and engineers from countries that are members of the North Atlantic Treaty Organization (NATO) in the field of fluid dynamics
- to contribute to the dissemination of knowledge in the field of fluid dynamics
- to undertake, instigate and promote studies and research in the field of theoretical, experimental and numerical fluid dynamics.
Scientists and engineers from other countries, in accordance with NATO policy, may be authorized by the Board of Directors to participate in the Institute's activities.
It may provide assistance and take an interest in all activities falling within its area of competence.
The association may carry out all operations relating directly or indirectly to its objects.
It may also create and manage any service or institution with a view to accomplishing its objects. To achieve its objects the association carries out university and post-university teaching activities, related to advanced research in the field of fluid dynamics.
The Association organizes among other things university and post-university teaching programmes, courses of lectures, symposiums, seminars and carries out fundamental and applied research in the fields, among others, of aeronautics and aerospace science, turbomachines and propulsion, fluid dynamics applied to industrial and environmental uses.
Article 3: The association is governed by the provisions of Title III of the Belgian law of 27 June 1921 on international not-for-profit associations.
Article 4: The association is composed of full members, hereinafter referred to as "members" and honorary members, hereinafter referred to as "honorary members". Membership is open to Belgian nationals and citizens of the other NATO Member States.
The maximum number of members is unlimited. The minimum number of members is five and must at all times be at least one more than the number of directors.
Membership may be granted in accordance with the membership procedure set out in article 5. The Belgian Federal Government will designate four persons to become a member of the association. These persons will be a member “by law” and are not subject to an approval by the General Assembly in accordance with the procedure set out in article 5.
The title of honorary member is granted by the Board of Directors, following a proposal of the chairman and after consultation with the General Assembly, to a person whose expertise is recognized.
Honorary members are invited to the meetings of the Board and the General Assembly in a consultative capacity.
Article 5: Applications for membership shall be addressed to the V.K.I. They are then submitted to the General Assembly and must be approved by a majority of three-quarters of the votes cast. The General Assembly does not need to state the reasons for its decision that shall be final. The General Assembly's decision shall be notified to the candidate by ordinary letter, electronic mail or fax.
Article 6: Members shall be obliged to pay a membership fee, the amount of which shall be determined by the General Assembly.
Article 7: The General Assembly is constituted of the members.
The Ordinary General Assembly shall meet once a year, during the first four months of the calendar year, at the association's registered office or at the place indicated in the notice convening the meeting.
The Chairman of the Board of Directors shall chair meetings of the General Assembly.
The Chairman or the Secretary shall convene the General Assembly by letter, fax or electronic mail, at least eight days before the date of the meeting. The notices convening the General Assembly shall contain the agenda.
The General Assembly may only deliberate on items on the agenda.
The General Assembly shall consider and take decisions on all questions of a general nature, the management of the association's finances, the appointment of directors and their removal from office.
As no quorum is required, the decisions of the General Assembly are adopted by a majority of the votes cast, except where stipulated otherwise in these by-laws.
Each member shall have only one vote.
The resolutions adopted by the General Assembly shall be recorded in a register: signed by the Chairman and the Secretary and kept at the association's registered office.
Any member may consult this register, but it may not be removed from the association's registered office.
Article 8: Membership of the association shall be forfeited:
- by the member's resignation;
- by a resolution of the General Assembly, stating the reasons for its decision, and adopted by a secret ballot with a majority of three quarters of the members present, after having heard the explanations in its defence of the member in question; and
- “by law” in case the Belgian Federal Government decides to replace a person designated by it in accordance with article 4.
- by death
In all cases, loss of membership shall entail the loss of all possible rights over the assets of the association.
The same shall hold true in respect of the heirs of deceased members.
BOARD OF DIRECTORS
Article 9: The Board of Directors shall consist of not less than four and not more than ten directors.
The four members, designated by the Belgian Federal Government, in accordance with Article 4, shall be entitled to propose candidates for the appointment of four directors and to request the General Assembly to remove such persons as director of the association for any reason whatsoever and to nominate for appointment as director by the General Assembly, any other person in his place.
The Belgian Federal Government appoints two Government Commissioners as proposed by the Belgian Minister of the Budget and the Belgian State Secretary for Science Policy to the Association. The mandate of the Government Commissioners will be limited in time and not remunerated.
The Government Commissioners are not board members, but participate in the Board of Directors’ meetings with an advisory vote.
The Government Commissioners have access to all documents, management decisions, the delegations of authority and all internal and external communications.
The Government Commissioners may suspend decisions both of the Board of Directors and of one of the directors and may submit these decisions to the Belgian State Secretary for Science Policy. The decision of the Belgian State Secretary for Science Policy on this matter is final.
A director's term of office may not exceed the period of time between two ordinary General Assemblies.
Any director who resigns must remain in office until the date of the next Ordinary General Assembly or until the General Assembly has appointed a new director. The Board of Directors may, however, appoint on a temporary basis a replacement director, who shall replace the director who has resigned up to the end of the latter's mandate.
All instruments relating to the appointment, dismissal or resignation of directors, shall be communicated to the Justice Federal Public Service and published in the Annexes to the Belgian Official Journal.
Any director may be represented by a proxy of his choice who must, however, be a member of the association. Any such power of attorney must be given in writing with the right of delegation. No representative may, however, hold more than two proxies.
Directors shall be eligible for re-election at the end of their term of office.
The Board of Directors shall appoint a Chairman and a Vice-Chairman from among its members by a secret ballot. To be elected they must obtain an absolute majority. The Board of Directors may also appoint a Secretary and a Treasurer, who do not however need to be members of the association.
The Chairman of the Board of Directors shall preside at meetings of the General Assembly. The Board of Directors shall supervise the general management of the association and the progress of its work.
The Chairman is empowered to take urgent measures between meetings and convene, where necessary, an extraordinary meeting of the General Assembly.
The Board of Directors, or certain directors, may be removed from office by a resolution of the General Assembly, adopted by secret ballot, with a majority of three quarters of the members present.
The Board of Directors is the executive and administrative governing body of the association. It shall be convened on the Chairman's initiative or at the request of two directors.
In order for the Board's deliberations to be valid a majority of the directors must be present or represented. Resolutions shall be adopted by a simple majority, except where a special majority is provided for in these by-laws or in law. In the case of a split vote, the motion shall be deemed to have been rejected.
Its Chairman or its Secretary shall convene the board meetings. It shall meet at least twice a year. At least until 31 December 2017 the Board of Directors shall meet (either physically or by electronic means) at least once every two weeks. Notices convening Board meetings shall be sent by letter, electronic mail or fax, at least eight days before the date set for the meeting. The said notices shall contain the agenda for the meeting.
The Board of Directors may set up whatever bodies it deems necessary for the accomplishment of the association's objects. It shall establish their terms of reference.
Board members shall not receive any remuneration for their services. However, expenses incurred by them when carrying out their duties may be reimbursed.
The resolutions adopted by the Board of Directors shall be recorded in a register, signed by the Chairman and the Secretary and kept at the association's registered office.
Any member may consult this register, but it may not be removed from the association's registered office.
Article 10: The association’s working languages shall be Dutch, French or English.
The Dutch language is used for all official communication (acts and other records) of the association, in accordance with the language legislation (including the Flemish Decree on Use of Languages of 19 July 1973). For this kind of communication, a French translation will be added for information.
English is the official language used in the educational programmes and English and French may be used as official languages in the relations with international partners.
Article 11: The resources of the V.K.I. shall be derived from:
- Subsidies, donations or legacies of all kinds
- Membership fees, if any
- Payments, if any, as a result of services rendered to third parties.
Article 12: The association's financial year shall be annual; it shall begin on 1st October of one year and end on 30th September of the following year.
The annual accounts for the previous financial year as well as the budget for the following financial year shall be drawn up by the Board of Directors and submitted for approval to the General Assembly at its next meeting.
Article 13: The General Assembly shall choose, either among its members or from outside, one or more auditors to audit the accounts.
Article 14: The Board of Directors shall manage the daily affairs of the V.K.I. It may delegate some of its powers to its Chairman, a director or one or more officials, as defined in the association's internal rules.
Article 15: The representation of the association and in particular, the right to go to law, to accept donations and legacies and, more generally, to perform all acts in law whatsoever on behalf of the V.K.I. shall be assured by the Chairman of the Board of Directors or by delegation as defined in art. 14.
All instruments relating to the appointment, dismissal or resignation of persons authorized to represent the association shall be communicated to the Justice Federal Public Service and published in the Annexes to the Belgian Official Journal.
AMENDMENT OF THE BY-LAWS AND DISSOLUTION
Any proposal to amend the by-laws or dissolve the association must be made by the Board of Directors or at least three members of the association. No resolution shall be adopted unless it has been approved by a majority of three-quarters of the association’s members. However, where less than three-quarters of the association’s members are present at the General Assembly, a new General Assembly shall be convened, and shall be empowered to take a definitive and valid decision on the proposal in question, by a majority of three quarters of the members present.
The Board of Directors must inform the association’s members of the date of the meeting of the General Assembly, which will vote on the said proposal as well as the amendments proposed.
In the event of dissolution, the General Assembly shall appoint two liquidators, and the total assets of the V. K. I. shall be transferred to the Belgian State
CASES NOT PROVIDED FOR IN THE BY-LAWS
Article 17: In all cases not expressly provided for in these by-laws, Belgian law shall apply.