TITLE I. LEGAL FORM - NAME - FOUNDATION - OFFICE - PURPOSE - ACTIVITIES – DURATION
Article 1. Legal form, name and foundation
The foundation was set up as a foundation of public utility under the law of 27 June 1921 concerning non-profit associations, international non-profit associations and foundations (hereafter called “the Law”).
The foundation carries the name “Prince Leopold Institute of Tropical Medicine”, abbreviated “Institute of Tropical Medicine” (hereafter called “Institute”). The full name and the abbreviated name can be used separately or in conjunction.
The "Prince Leopold Institute of Tropical Medicine", was established as an institution of public utility, by authenticated deed before notary Cols in Antwerp, on February 11th 1931. It was set up by the Belgian State, represented by Baron Houtart, Finance Minister, by the former Belgian colony, the Belgian Congo, represented by Mr. Jaspar, Prime Minister and Minister of Colonial Affairs, and by the “Commission for relief in Belgium C.R.B. Educational Foundation”, formerly situated in New York (United States of America), Broadway 42.
This foundation was set up under the high protection of His Majesty the King, the Minister of Colonial Affairs and the “Hogeschoolstichting”.
The foundation and the bylaws of the Institute were approved by the Royal Decree of March 31, 1931 and published in the Belgian Law Gazette of May 4-5, 1931 on page 2643.
Article 2. Registered office and operational language
The foundation has its registered office in, Nationalestraat 155, 2000 Antwerp, Belgium in the judicial district of Antwerp.
Article 3. Purpose and activities
The purpose of the Institute is to conduct and promote scientific research, professional and academic education as well as scientific and community services in the field of tropical diseases and global healthcare, with special attention to low and middle-income countries. It is authorised to take all initiatives and to carry out all activities to achieve its intended purpose.
The Institute will maintain and valorise its buildings and the surrounding gardens, located in the Nationalestraat 155 and the Sint Rochusstraat 43 in Antwerp, as part of its valuable patrimony. The buildings and gardens are used directly and physically for the Institute’s societal purpose.
Article 4. Management bodies
The management of ITM is undertaken by the Board of Governors, which delegates day-to-day administration and management to a management committee. The Board of Governors is appointed by a statutory supervisory body, the General Council.
Article 5. Duration
The foundation is set up for an unlimited period of time.
TITLE II. MANAGEMENT BODIES BY LAW:
BOARD OF GOVERNORS AND DAY-TO-DAY MANAGEMENT
Article 6. Board of Governors
The Institute is managed by a Board of Governors, which decides and acts collectively in the exclusive interest of the foundation.
Article 7. Composition
The Board of Governors is composed of at least three and no more than twelve members, appointed by the General Council in accordance with the provisions of Title III of these Articles of Association.
No more than two-thirds of the members of the Board of Governors will be of the same gender.
Article 8. Appointment and dismissal of members of the Board of Governors
Without prejudice to Article 10, the General Council shall appoint, suspend and dismiss directors on the recommendation of one-third of its members or on the recommendation of the current Board of Governors.
The General Council shall adopt resolutions with a two-third majority of the members present or represented with regard to the appointment, suspension or dismissal of a director.
Article 9. Powers
The Board of Governors has full powers to perform all acts of management and decision making. The prior advice of the General Council is required for the powers listed in Article 20. If this advice is negative, the Board of Governors can only approve its proposal with an in-depth justification and a two-thirds majority.
The Board of Governors shall draw a charter of good governance.
Article 10. Term, renewal and termination of the mandate of a director
The mandate of the members of the Board of Governors is four years and is renewable.
The mandate of a director ends upon the expiry of the mandate, death, resignation or dismissal by the General Council, civil incapacity, placement under provisional administration or removal. The General Council shall arrange for a successor.
Article 11. Chairperson and vice-chairperson
The Board of Governors appoints a chairperson and a vice-chairperson from among its members for a term of four years. The mandate of the chairperson and vice-chairperson of the Board of Governors is renewable. If the chairperson is unable to attend, the vice-chairperson shall assume the powers of the chairperson.
Article 12. Convening the Board of Governors
The Board of Governors shall be convened by the chairperson at least four times a year and as often as the interests of the Institute require. The Board of Governors must also be convened if three members so request.
The chairperson sets out the agenda after consultation with the directors. Each director may request that an item be placed on the agenda of the Board of Governors in writing. An item that has not been placed on the agenda may only be discussed at the meeting if all members present or represented state that they are in agreement with this.
The summons shall take place in writing, at least fifteen calendar days before the meeting. The proposals and explanatory notes shall be delivered in writing to all members at least five working days before the meeting. In exceptional cases, the chairperson may allow a reasoned exception to this period. Any member may request that voting on such a proposal be postponed.
The Board of Governors may invite third parties and/or allow observers at its meetings. The presence of external parties must be justified, announced by the chairperson no later than the start of the meeting and approved by the Board of Governors. The presence of such parties shall be recorded in the minutes.
Article 13. Adopting resolutions
Without prejudice to Article 24, the Board of Governors deliberates and decides if at least half of the members are present or represented.
The Board of Governors can validly meet in each form, whether physically, by telephone, by videoconference or by any other lawful means, that enable collective interactive discussion.
The Board of Governors shall aim to adopt resolutions in consensus and, as necessary, by a simple majority of votes, unless the Articles of Association stipulate otherwise. In the event of an equality of votes, the vote of the chairperson or his/her replacement is decisive. All members of the Board of Governors are responsible and jointly and severally liable for the resolutions adopted by the Board of Governors and the resulting consequences.
Any person who is confronted with a possible conflict of interest during deliberations, adopting resolutions or transactions, shall inform the chairperson and, if applicable, the statutory auditor, as referred to in Article 26. Any person who has a personal or material interest in a particular resolution shall not take part in the deliberations or the voting on that item. In the event of other conflicts of interest, the Board of Governors shall decide, in the absence of the member, whether he/she may continue to participate in the deliberations and/or the voting. Each reported conflict of interest shall be recorded in the minutes of the meeting.
Each board member can instruct by ordinary letter, fax or electronic means of communication addressed to the chairperson, another member to represent him/her at a specific meeting and to vote in his/her place. The person issuing the proxy is counted when determining the quorum. A member can only represent one other member of the Board of Governors. The delegating board member bears the collegial responsibility and liability for the delegated vote.
In exceptional cases, when required by urgent need and the interests of the Institute, the Board of Governors may adopt resolutions in writing on the proposal of the chairperson.
The Board of Governors shall regulate further provisions with regard to its functioning in internal rules that form part of the charter of good governance.
Article 14. Minutes
The Board of Governors appoint a secretary who takes the minutes of the meetings. These have to be approved by all board members present or represented and signed by the president.
The minutes shall be filed in the register of the minutes of the Board of Governors.
The copies or extracts, can only be opposed by third parties if duly signed by the Chairperson or the Institute’s Executive Director or, in their absence, by two members of the Board of Governors.
Article 15. Committees
The Board of Governors shall form an audit committee and a nomination and remuneration committee whose powers, duties and functioning are set out in the charter of good governance. The Board of Governors may form other committees to provide assistance at a strategic, scientific or managerial level.
Article 16. Day-to-day administration and management - Executive Director
The Board of Governors shall appoint an Executive Director to whom it delegates the execution of its decisions and the powers of day-to-day administration and management. In addition to implementing the resolutions adopted by the Board of Governors, day-to-day administration and management includes all acts and representations that are part of the daily life of the Institute or that are so urgent and insufficiently important that they do not justify intervention by the Board of Governors.
The Executive Director is accountable to the Board of Governors for all administration and management acts. The Board of Governors shall draw up managerial rules and regulations, which set out the powers, duties and functioning of the executive director, including a list of acts that are regarded as acts of day-to-day administrative management. These managerial rules are part of the charter of good governance.
The Executive Director is an ex officio member of the Board of Governors but he/she cannot be a chairperson or vice-chairperson of the Board of Governors.
In respect to the day-to-day administration and management, he/she is assisted by a management committee, the composition, operation and powers of which are set out in the managerial rules and regulations. The Board of Governors shall monitor the participation, transparency and academic values of day-to-day management.
The Executive Director may, on his/her own responsibility, delegate acts and representations of day-to-day administration and management to staff members and third parties.
TITLE III. HIGH-LEVEL ADVISORY BODY: GENERAL COUNCIL
Article 17. Mandate
The General Council shall ensure that the policy, administration and management of the Institute are in accordance with its purpose, identity and integrity.
Article 18. Composition
Only natural persons may be members of the General Council. The members represent the interests of the designating body or group, but are not bound by them. The General Council includes voting and non-voting members.
The following bodies or groups may each designate a voting member:
- The Flemish Ministry responsible for education;
- The Flemish Ministry responsible for science policy;
- The Flemish Ministry responsible for public health;
- The Flemish Ministry responsible for development cooperation;
- The federal government agency responsible for science policy;
- The federal government agency responsible for public health;
- The federal government agency responsible for development cooperation;
- The province of Antwerp;
- The city of Antwerp;
- The University of Antwerp;
- The Free University of Brussels (Vrije Universiteit Brussel);
- Hasselt University;
- Ghent University;
- The Catholic University of Leuven (KU Leuven);
- The Chamber of Universities of the Academy of Research and Inter-university Superior Council of Higher Education of the French Community (Chambre des Universités de l'Académie de Recherche et d'Enseignement supérieur Conseil interuniversitaire de la Communauté française);
- The academic, scientific and medical management of the Institute;
- The other academic, scientific and medical staff of the Institute;
- The administrative and technical staff of the Institute;
- The student body of the Institute;
- The alumni of the Institute.
The manner of designation of staff, students and alumni is regulated in internal rules of the General Council, which are part of the charter of good governance.
The members of the Board of Governors and the Government Commissioner are non-voting members of the General Council.
The General Council can co-opt additional members, to no more than one-third of the total number of members, and shall thereby ensure the representation of low and middle income countries.
If a designated member of the General Council is appointed as a director of the Institute, he/she shall automatically renounce his/her mandate as a designated voting member with immediate effect. The designating body shall arrange for a replacement within three months.
No more than two-thirds of the voting members shall be of the same gender. If the designation of a new member disrupts this ratio, the designating body or group shall be requested to appoint another representative of the other gender.
Article 19. Term, renewal and termination of membership of the General Council
The term of the mandate of a member of the General Council is four years and is renewable.
A designating body may withdraw, suspend or replace its representative at any time. It shall report this to the chairperson in writing and arrange a replacement for the member within three months.
Mandates that are not occupied shall not be taken into account for reaching a quorum with regard to attendance, voting or composition according to gender.
Article 20. Powers
The General Council appoints and dismisses the members of the Board of Governors in accordance with the provisions in Articles 7, 8 and 10, arranging their resignation and determining their remuneration.
The General Council shall ensure that the Board of Governors:
- has the necessary independence, competencies, experience and objectivity;
- is composed with a focus on diversity and complementarity;
- consists of no more than two-thirds of members of the same gender;
- adheres to the principles of good governance and draws up a charter for this purpose;
- communicates transparently regarding the execution of its mandate.
The prior advice of the General Council is required for the following decisions of the Board of Governors:
- Amendment of the Articles of Association;
- Adjustments to the strategic mission and vision of the Institute;
- Drawing up the charter of good governance and any substantial changes;
- Management agreements with authorities and related multiannual policy plans and budgets;
- General cooperation agreements with universities as referred to in the Higher Education Codex;
- Dissolution, liquidation and mergers of the Institute.
The General Council may provide advice on all matters affecting the Institute on its own initiative or at the request of the Board of Governors. The Board of Governors shall formulate a reasoned response within a reasonable period of time.
The General Council evaluates the quality of the activities performed by the Board of Governors annually. In case of serious shortcomings, it can proceed with a reasoned resolution to suspend or dismiss one or more directors.
Article 21. Convening
The General Council meets at least twice a year.
The chairperson of the General Council may convene additional meetings, at his/her own initiative, at the written request of at least one-third of its members or at the request of the Board of Governors.
The General Council may also, at the proposal of the chairperson, consult and act in writing, by telephone or by videoconference.
Article 22. Chairperson, vice-chairperson and functioning
The General Council appoints a chairperson and a vice-chairperson from among its members for a term of four years. They may not be a staff member or student of the Institute. The mandate of the chairperson and vice-chairperson of the General Council is renewable.
The chairperson sets out the agenda of the meetings and convenes the meetings. If the chairperson is unable to attend, the vice-chairperson shall assume the powers of the chairperson.
The General Council can only validly meet and adopt resolutions if at least half of the members with voting rights are present or represented.
The General Council decides by simple majority of the members with voting rights that are present or represented, except for the appointment, suspension and dismissal of the directors. In the event of an equality of votes, the vote of the chairperson or his/her replacement is decisive.
Any person who is confronted with a possible conflict of interest during deliberations, decisions or transactions, shall inform the chairperson and, if applicable, the statutory auditor, as referred to in Article 26.
Any person who has a personal or material interest in a particular decision shall not take part in the deliberations or voting on the item. In the event of other conflicts of interest, the General Council shall decide, in the absence of the member, whether he/she may continue to participate in the deliberations and/or the voting. Each reported conflict of interest shall be recorded in the minutes of the meeting.
The General Council may set up special or permanent committees from among its members. It may invite external parties to the meetings.
The General Council drafts its own internal rules in which it further describes its functioning. The internal rules of the General Council are part of the charter of good governance.
REPRESENTATION OF THE INSTITUTE
Article 23. Representation of the Institute
The Institute is bound judicially and extrajudicially by either the chairperson of the Board of Directors, or the Executive Director or two directors acting jointly. They are not required to submit a power of attorney when legally binding the Institute.
The Board of Governors may designate special powers of attorney that may legally bind the Institute, within the limits of the power of attorney granted to them. They must present this power of attorney when legally binding the Institute.
For the execution and within the limits of the day-to-day administration and management, the Executive Director can, on his/her own responsibility, delegate certain representations to staff members or third parties.
TITLE V. AMENDMENT OF THE ARTICLES OF ASSOCIATION
Article 24. Amendment of the Articles of Association
Without prejudice to Article 30 §2 of the Law, the Board of Governors may decide to amend the Articles of Association on the recommendation of the General Council. In such case, the convening of the Board of Governors shall take place at least 30 calendar days before the meeting, and the proposal and the advice of the General Council shall be sent to all members at least fifteen calendar days before the meeting.
The Board of Governors can only legally deliberate on an amendment to the Articles of Association and adopt a resolution, if at least two-thirds of the members are present or represented. If this quorum is not reached, a new meeting must be convened with the same agenda, with due observance of a new notice period for convening the meeting of at least thirty days. At this new meeting, the Board of Governors shall deliberate and adopt resolutions regardless of the number of directors present or represented.
Notwithstanding Article 13, a resolution to amend the Articles of Association requires a majority of two-thirds of the votes of the directors present or represented. However, a changes to the objects of the Institute, as described in Article 3, shall require a majority of four-fifths of the votes of the directors present or represented.
TITLE VI. FINANCIAL YEAR - ANNUAL ACCOUNTS - BUDGET – CONTROL
Article 25. Financial year, annual accounts and budget
The financial year of the Institute begins on the first of January and ends on 31st December of each year. The books and the records are completed at the end of each financial year.
At the latest within six (6) months after the close of the financial year, the Board of Governors shall establish an inventory, the financial accounts for the last financial year and the budget for the next financial year, meaning the current year.
The approved financial accounts have to be submitted to the competent authority and to the General Council.
Article 26. Statutory auditors
The Board of Governors delegates the control of the financial situation, the annual accounts and the regularity of the transactions to one or more statutory auditors.
It selects them among the members of the Institute of Statutory Auditors and appoints them for a term of three (3) years, on the recommendation of the audit committee. If necessary, the Board of Governors also determines the remuneration of the statutory auditor(s).
The Board of Governors can dismiss the statutory auditor(s) if there are legitimate reasons for doing so. If this were to happen, it could be subject to claims for damages.
TITLE VII. TRANSITIONAL PROVISION
Article 27. Transitional provision
On the date these Articles of Association take effect, the designated and co-opted members of the Board of Governors, as it is constituted on this date, and the current representatives of the staff, shall automatically become voting members of the General Council. The General Council thus assembled will complete its composition, as described in Article 18, within six months. The membership of the initial members will end on the planned final date of the former directors’ mandates.
Board of Governors
On the date these Articles of Association take effect, the General Council will appoint at least three directors in addition to the Executive Director.
TITLE VIII. DISSOLUTION AND LIQUIDATION – SUPPLEMENTARY PROVISIONS
Article 28. Dissolution and liquidation of the Institute
Only the Court of First Instance of the district where the Institute has its registered office, may pronounce the dissolution, in the cases described under Article 39 of the Law, and at the request of the founders, their successors, one or more governors or the public prosecutor.
The tribunal may order the immediate closing of the liquidation, determine a mode of liquidation and appoint one or more liquidators. The liquidators have to report to the court afterwards.
The net assets of the Institute shall be transferred to the Flemish Community in case of dissolution of the Institute. It will use the said assets for purposes and activities similar to those described in Article 3 of these articles of association.
Article 29. Additional duty
Anything not expressly specified in these statutes shall be settled according to the Law and its regulations.