Our Statutes

CHAPTER I – NAME, HEADQUARTERS, DURATION

Article 1

An non-profit Association, governed by the law of 27.06.1921, as amended by the law of 02.05.2002, is hereby established under the name of FarmTech Society.

Article 2

The headquarters of the Association shall be situated in the commune Ixelles, administrative district of Brussels for the present at Bastion Tower, level 20, 5 Place Du Champs De Mars, BE – 1050.

They may be transferred to any other place in Belgium by decision of the General Assembly, which should be published in the Annexes of the Moniteur Belge within one month.

Article 3

The FarmTech Society (FTS) is a non-profit industry association that unites and supports the Controlled Environment Agriculture (CEA) industry.

The FarmTech Society seeks to strengthen the CEA sector, supporting the development and implementation of resilient and future proof methods and technologies for production of vegetables and fruits.

The FarmTech Society unites members and other stakeholders around common challenges and drives development of policies and legislation that support the interests of the CEA sector.

The Association may carry out all acts or operations, and may take all steps or measures, which may help in achieving its declared objects and those in cooperation between its’ members

The Association is a not-for-profit organization. The Association may not take any action affecting the competitive efforts of individual members. The Association aims to support its members on a pre-competitive level directed at the overall development of the industry that it stands for.

Article 4

The Association is constituted for an indeterminate period.

CHAPTER II – MEMBERSHIP

Article 5

FarmTech Society is an association welcoming members drawn from the CEA industry, companies, educational institutions, and other national and international sector associations (non governmental trade associations), which are legal entities constituted in accordance with the laws of their country of origin and which are regarded as representative in one or more of the fields of activity defined in Article 3. Additionally, the Association is welcoming associate members who want to support the CEA Sector.

Article 6

Members which cease to possess the qualification required under Article 5 shall ipso facto cease to be members of the Association.

Article 7

The signatories of the present statutes are founding and full members of the Association.

Educational institutions, companies and associations, or any similar interest groups corresponding to the definition in Article 5 of the present Statutes, may be admitted as full or associate members upon approval of the Board of Directors of the Association.

Applications for membership will be addressed to the Board of Directors of the Association.

Every application for membership implies complete adherence to the statutes of the Association, to all its’ rules and to all decisions of its’ decision making organs.

In deciding on an application for membership the Board of Directors shall not be required to give reasons for its’ decision, which shall be final.

Article 8

Any member may resign from the Association by giving written notice to that effect to the Board of Directors. Such notice is given during the last five months of the financial year, it will take effect at the end of the financial year. The resignations shall be submitted no later than 30 days before the end of the financial year.

Any resigning member must fulfil all its commitments to the Association until its resignation takes effect according to the above provisions.

Members which have resigned, or those, claiming through them, shall have no right of any kind in respect of the assets of the Association.

Members which have ceased for whatever reason to belong to the Association, or those claiming through them, shall likewise have no right to the assets of the Association.

Any member shall be deemed to have resigned if it has not paid its annual subscription in full and, after notice from the board of directors remains in default of its obligations. The Association shall be entitled to claim payment of subscriptions due up to the date at which the resignation becomes effective.

Article 9

A member may be expelled only with serious reason and after a resolution for its expulsion has been passed by a majority of two thirds of the voting members of the General Assembly.

The member concerned shall be invited to defend itself by the Chairman of the Board of Directors or his deputy following a proposal from the Board of Directors. Such invitation shall be sent by recorded delivery at least two weeks before the meeting of the General Assembly at which the matter is to be discussed.

The expulsion shall take effect on the date fixed by the General Assembly. The rights and obligations of the expelled member, and particularly its financial obligations towards the Association, shall be the same as those of a member which has resigned.

Article 10

FarmTech Society is an association that has both full and associate members.

The following are considered as full members: 

• The founding members.
• Companies, institutions and non-governmental associations of all countries, which are legal entities constituted in accordance with the laws of their country of origin, which are regarded as active in one or more of the fields of activity defined in Article 3 and accepted as such by the Board of Directors acting in accordance with the provisions of Articles 5 and 7 of the present statutes.

Full members are asked to pay an annual membership fee determined by the General Assembly up to a maximum of 25.000 EUR.

Eligible as associate members are:

• Companies, institutions and non-governmental associations of all countries, which are legal entities constituted in accordance with the laws of their country of origin, which are regarded as active in one or more of the fields of activity defined in Article 3 and accepted as such by the Board of Directors, but which have not been accepted as full members.
• Individuals accepted as such by the Board of Directors.

Associate members will have to pay an annual membership fee determined by the General Assembly up to a maximum of 500 EUR.

Only full members are entitled to vote in the General Assembly. Associate members are entitled to participate in the General Assembly without voting rights.

CHAPTER III – GENERAL ASSEMBLY

Article 11

The General Assembly of the Association shall be convened by its Board of Directors and shall meet at least once a year at the place and on the date fixed by the Board of Directors. The General Assembly may also be convened at the request of at least one third of the total members. A letter convening a meeting shall be sent to the members at least four weeks in advance, except in cases of urgency.

Each member will be represented at the General Assembly by one delegate with full powers (Member’s Presidents, Director, and/or other empowered delegate). Each member shall have one vote. Online participation in the General Assembly meeting and online voting will be made available to members.

Article 12

The General Assembly shall have plenary powers, including but not limited to:

• Expulsion of members. (major decision)
• Receiving reports on the activities from Board of Directors in the past year. (simple decision)
• Formal discharge of the members of the Board of Directors in respect of administration and financial management in the past financial year. (major decision)
• Approving the main policy lines to be followed by FarmTech Society on the basis of recommendations of the Board of Directors. (simple decision)
• Approving or rejecting the budget and the subscriptions for the coming financial year, following proposals by the Board of Directors. (major decision)
• Adoption of by-laws and all transparency procedures on proposal of the Board of Directors. (major decision)
• Engaging in the management of conflict of interests. (major decision)

The agenda of a meeting of the General Assembly shall be drawn by the Board of Directors and shall take into account wishes or proposals advanced by the members.

Decisions of the General Assembly, including in particular those fixing subscriptions and members’ contributions to cover the Association’s expenditure, shall be binding for all members.

Without prejudice to the provisions of Article 9 and 15, proceedings of the General Assembly shall not be valid unless at least half its members are present.  Each member can be represented at the General Assembly by another member with a proxy.  However, the maximum number of proxies that may be held by a single member will be limited to three.

Without prejudice to the provisions of Article 9, major decisions shall be made on the basis of a two thirds majority by those members who are present, abstentions being disregarded. All other decisions are made by a simple majority by those members who are present, abstentions being disregarded.

However, when a question concerns exclusively members of FarmTech Society by virtue of their country of origin, the corresponding decisions will be taken only by those members concerned; other members of FarmTech Society will not take part in the vote.

Subject to the provisions of Article 24, the General Assembly may vary the Association’s statutes or pronounce its dissolution or its adherence to other international bodies.

The General Assembly shall elect among its members a Board of Directors, including a Chairman and two Vice-Chairmen for a maximum period of two years.

Unless their function within the Board of Directors changes, a Chairman or Vice-Chairman shall be eligible for renomination only after the expiry of two years following the end of his first term of office.

The Chairman and Vice-Chairmen of the General Assembly are respectively the Chairman and Vice-Chairmen of FarmTech Society and the Chairman and Vice-Chairmen of the Board of Directors.

The decisions of the General Assembly will be recorded in minutes that are approved by the assembly as a protocol and kept at the headquarters of the association.

CHAPTER IV – BOARD OF DIRECTORS

Article 13

Subject to the conditions specified in the present Chapter, the number of members, the methods of election and the constitution of the Board of Directors are specified in the bylaws of the association.

The following will however be statutory members of the Board of Directors:

• The Chairman of the Board of Directors, who will be called the “Chairman of FarmTech Society”, the function of the Chairman is the preparation of the Board meeting agenda with items added upon requests by any Board member.
• The Vice-Chairmen of the Board of Directors, who will be called the “Vice-Chairmen of FarmTech Society”.
• The immediate Past Chairman of the Board of Directors.

Article 14

Subject to the provisions of Article 13, the Association shall be managed by a Board of Directors whose members are elected by the General Assembly from among the full members, for a period of two years.  The term of Directors is limited to two years, unless their function within the Board of Directors changes, or, in principle, if their term of office has been interrupted for at least 2 years.

When, in the course of his mandate, a Director ceases the functions which he occupied within the association at the time of his election, he shall be deemed to have resigned from his function within the Board of Directors.

In case a Director is unable to complete his term of office, another Director may be nominated by the General Assembly to replace him until the end of his elected term of office.

The minimum number of Directors on the Board of Directors will be three and the maximum fifteen.  The number of Directors may never be higher than the number of members of the association less one.

Article 15

The Board of Directors is in charge of the administration of the Association and the management of all its activities.

The Board of Directors possesses for this purpose full power of management, including the right to perform all administrative acts and other necessary arrangements.

It is inter alia in charge of the following duties:

• Preparing the main policy (strategy) lines of FarmTech Society’s annual work programme for approval by the General Assembly.
• Financial management, preparing of budgets and financial planning, including membership fees propositions for approval of the General Assembly and the control of expenditure.
• Setting up and dissolving working groups.

Where any member of the Board of Directors is unable to attend a meeting he may appoint a representative from within the Board of Directors with full authority to act in his stead. However, the maximum number of proxies that may be held by a single member will be limited to two.

Article 16

The Board of Directors can only act if at least half of the members are present or represented.

All decisions of the Board shall be taken on the basis of a two-thirds majority vote of members, abstentions being disregarded. Each member of the Board of Directors shall have one vote.

The decisions of the Board of Directors will be recorded in a register (meeting minutes as a protocol) kept at the headquarters of the association as an online database.

Article 17

All acts binding the Association, other than those of day-to-day management, shall be valid only if signed jointly either by two members of the Board or by one member of the Board and a delegated member of the daily management.

All legal proceedings, whether as plaintiff or as defendant, shall be conducted, in the name of the Association, by the Board of Directors represented by its Chairman, or by its Vice-Chairmen or by any other person appointed for this purpose by the Board of Directors.

Article 18

1. a) The Board of Directors may delegate the daily management of the Association to one or more persons (individuals or legal entities), whom do not need to be members of the Board of Directors or members of the Association and who may act alone in the hired
2. b) The Board of Directors shall determine the term of office of the person(s) to whom daily management powers have been entrusted.
3. c) The office of a person entrusted with daily management powers shall come to an end in the event of:

• voluntary resignation;
• expiry of the term of office;
• dismissal according to the working contract  by the Board of Directors at any time deciding by a majority of the votes cast by the members present or represented; or
• permanent disability or death.

1. d) The Board of Directors may decide to grant remuneration to the person(s) entrusted with the responsibility of daily management. This remuneration needs to be included in the annual budget as voted by the General Assembly.

CHAPTER V –  AUDITOR / GOVERNANCE

Article 19

The Board of Directors is held responsible for all financial actions and  the accounts are required to be audited annually by an auditor or an accountant appointed by the General Assembly.

CHAPTER VI –   POLICY COMMITTEES, WORKING GROUPS, TASK FORCES AND SUBGROUPS

Article 20 

The Board of Directors can set up Policy Committees, working groups and subgroups.  The Board of Directors will define the structure, issues, working methods of these groups, taking into account the following: these will have a consultative role and can in no way encroach upon the rights of the General Assembly or the Board of Directors.

Article 21

FarmTech Society has one standing Policy Committee:

• The Educational Committee.

Others may be set up on the initiative of the Board of Directors.

These Policy Committees will be constituted by representatives of the members of the industry branch.  Each Committee will elect a Chairman who will organise the work of the Policy Committee.  A member of the FarmTech Society daily management team will ensure the secretariat of these Committees.  These Policy Committees will deal with those issues which interest more specifically the industrial branch they represent.

Article 22

The Board of Directors may also set up and dissolve Working Groups, Subgroups and Task Forces on any matters relevant to the objects of the Association.

The Working Groups will deal with horizontal issues, which are of interest to more than one branch of the industry represented by FarmTech Society such as legal questions.  Each group will elect a Chairman, who will organise the work of the group.

Task Forces and Subgroups will deal with individual issues of interest to the industry represented by the Association.

Article 23

The structure, tasks and working methods of the Policy Committees, Technical Groups, Working Groups, Sub groups and Task Forces are defined in detail in the bylaws.

CHAPTER   VII – CHANGE OF THE STATUTES

Article 24

On a proposal from the Board of Directors, the General Assembly may change the Statutes of the Association, pronounce its dissolution, its adherence to any other international body or its withdrawal from any such body.

Changes to the Statutes and the dissolution of the Association will be decided upon by a two thirds voting majority of the members present or represented at the General Assembly convened for this purpose.

However, the dissolution of the Association may be pronounced only if at least three quarters of the members are present or represented.

Article 25

If the Association is dissolved, the General Assembly shall appoint one or more liquidators and shall fix the manner in which the net assets of the Association are to be divided.  After dissolution, the net assets will be attributed by the General Assembly to a non-profit organisation with a similar or closely related object to that of FarmTech Society.

All expenses and liabilities arising on dissolution shall be apportioned among the members by the General Assembly based on the proposal of the Board of Directors.

CHAPTER VIII – OTHER MATTERS

Article 26

The General Assembly may, on a proposal from the Board of Directors, adopt one or more bylaws, which shall be binding on all the members.  Such bylaws will complete the Statutes, without however, in any way, infringing their stipulations. 

Article 27

All questions not covered by these Statutes or by any regulations made for their application shall be settled in accordance with Belgian law.

Article 28

The FarmTech Society is an organization with members from a wide range of countries. The FarmTech Society has selected English to be the official language for its proceedings. Official communication, including these statutes, is primarily written in English. Should any discussion about these statutes arise, the English version will be considered to be leading. These statutes are provided in a French translation as well as per legal requirement under Belgian law.