IAQG Legal Entity. IAQG Moscow Council 23 May, 2013 Philippe Martin

Transcription

1 IAQG Legal Entity IAQG Moscow Council 23 May, 2013 Philippe Martin V2

2 IAQG Legal Entity Moscow Council Agenda 1. Legal Entity Communication package (reminder) 2. Insurance (status) 3. Other administrative tasks 4. Incorporated Documentation Tree 5. Incorporation process 6. Conclusion - Moscow Council decision Page 2 2

3 1. IAQG Legal Entity Communication Package The status of the project at end February 2013 has been described into a document called IAQG Legal Entity Communication Package. The objective of the IAQG Legal Entity Communication package was to give to all IAQG members a complete view of the Legal Entity Project in order to be prepared for a incorporation go-ahead decision during the next IAQG Moscow meeting. The IAQG Legal Entity communication package was composed of 6 main parts. Page 3

4 1. IAQG Legal Entity Communication Package 1. IAQG Legal Entity Project background and initial decisions 2. Benefits of incorporating IAQG as a separate legal entity 3. Costs associated with incorporating IAQG 4. What will change from the current organization? 5. IAQG documentation structure 6. IAQG incorporation process description Page 4

5 Part 2. Benefits of incorporating IAQG as a separate legal entity (reminder) The decision to organize as a separate corporate legal entity is primarily based on Jones Day lawyer's recommendations in their 2010 & 2011 reports: Incorporation will shield the organization s owners, members, officers and directors from having any personal liability for the debts and obligations of the organization. That disposition, which is written in the Belgian Law related to INPA (International Not for Profit Association), has been also introduced in the IAQG Articles of Association (article 5): "All members (full and associate) cannot be held personally liable for the IAQG commitments or liabilities."

6 Part 4. What will change from the current organization (reminder) Only a few changes, since the objective of the Legal Entity project team was to look for a maximum continuity with the way IAQG was working. Change of members name: Council members (voting members) become Full Members Members at large become Associate Members Note: as currently, an IAQG Member is a Company No change in the Executive Committee constitution and role The Council Meeting becomes the General Assembly meeting. New name for the previous General Assembly: Suppliers Forum Page 6

7 2. Insurance status Under our Program Agreement, SAE-ITC is currently providing insurance coverage for IAQG. At incorporation, IAQG will have to be covered by its own insurance provider. 2 main international insurance brokers have been contacted: Marsh (Paris offices) Willis Group (Pittsburgh) The objective is to finalize the discussion with those providers in order to get formal contracts ready for signature before incorporation signature. Page 7 7

8 3. Other main administrative tasks SAE-IAQG Services Agreement Contract draft discussed and agreed between both parties is ready for signature. Consultant contracts A standard format for IAQG consultant contracts compliant with Belgian Law is being developed (target: July 2013). Current consultant contracts will be revised accordingly and ready at incorporation. Assistance for annual Financial Report. Choice of a Belgium Company done. Formal contract to be signed before incorporation. Page 8

9 5. Incorporated IAQG Documentation Tree Articles Minimum needed to comply with Belgian Law Rules Of Procedure Requirements need to comply with IAQG Articles Replaces the current IAQG Charter Establish the IAQG organizational structure To be signed by all IAQG members (a.k.a.: Company) Policies Establishes the What and the Who Establishes the RAA (Responsibility, Accountability, and Authority) Procedures How to internal documents Page 9 9

10 Incorporated IAQG Documentation Tree Page 10 10

11 IAQG Articles of Association Created in American English V16 of 09-Jan-2013 Approved by Incorporation Team English V16 found compliant with Belgian Law by the Belgian Public Notary English V16 translated into French by a officially certified Belgian translator Approved versions posted to IAQG private web Page 11 11

12 IAQG Rules of Procedure Created in American English Revision A Draft R9 of 29-Apr-2013 Approved by Incorporation Team Approved version posted to IAQG private web Page 12 12

13 IAQG Policy Documents Created in American English Frozen versions provided to Incorporation Team for review and posted to IAQG private web Page 13 13

14 IAQG Procedure Documents Our existing IAQG Procedures are being converted into Incorporated procedures Action given during Moscow OMS Team Meeting to: Update identification number, Revision Letter, Revision Date Revise as necessary for post-incorporated terminology (e.g.: General Assembly vs. Council Meeting, Executive Committee vs. Leadership Team, etc.) Format as necessary in line with IAQG ex 100 to-be Incorporated procedures to be in American English Ensure the Policy Owner concurs with the writing Provide new Procedure to OMS Leader no later than July 8, 2013 Page 14 14

15 Incorporated IAQG Documentation (Articles, Rules, and Policies) Page 15 15

16 Incorporated IAQG Documentation (Procedures) Page 16 16

17 5. Four main steps for Incorporation process Step 1: Approval by the Council of IAQG incorporation as an International Not for Profit Association. That decision will mean that the Executive Committee will have the approval for leading the next final steps for the incorporation. Step 2: Incorporation Deed signature by the Executive Committee at notary in Brussels. Step 3: First meeting of the Executive Committee. The Executive Committee will accept as new members, the members proposed by the three sectors. Step 4: Publication of the Belgium Royal Decree of recognition Official start of the Association IAQG, as new legal entity. Page 17

18 5. Incorporation process steps Step 1: Approval by the Council of IAQG incorporation as an International Not for Profit Association. The Incorporation team agreed that the above decision was ready to be taken in Moscow, with the condition that the three following prerequisites were achieved before signature: The current working procedures be updated with new numbering system and updated for Legal Entity new structure. Target date agreed by OMS Team: July 8 Note: Articles, Rules and Procedure and Policies are already finalized. Sectors to get concurrence from their members for being enrolled as member of the new Legal Entity and ready for signing the Rules of Procedure. Insurance contract ready for signature. Page 18

19 5. Incorporation process steps Step 2. Signature meeting at notary in Brussels. The signature will be done by the four current Executive Committee members (by attendance at the Brussels notary office or by official proxy). Current target for that meeting date: end of July, 2013 Step 3. First meeting of the Executive Committee. That meeting can be done just after the signature at notary Step 4. Publication of the Belgium Royal Decree of recognition Expected in November, 2013 Page 19

20 6. Conclusion Moscow Council decision Proposal for achieving the final steps for incorporation under Executive Committee leadership will be presented to the IAQG Council for approval: see next chart. Page 20

21 Council Decision Request Presenter: Subject: Does the Council accept the proposal to: A vote in favor means: Not voting in favor means: Philippe Martin IAQG Legal Entity Achieve final steps for Legal Entity implementation as a Belgium International Not for Profit Association The four current Executive Committee members will sign the IAQG incorporation deed before notary in Brussels, if the 3 prerequisites defined in the Legal Entity presentation are achieved before that date. Final steps for Legal Entity implementation are not yet approved Council Decision: Page 21 21

22 Questions? Page 22