Institute of Internal Auditors Belgium a.s.b.l. Articles of association (*)

Transcription

1 Institute of Internal Auditors Belgium a.s.b.l. Articles of association (*) (*) this version is a translation from the Dutch articles of association. Should there be differences between the original and the translation, the Dutch version shall prevail TITLE I GENERAL Article 1 Name and Duration The organization has been established as a non-profit organization with Corporate personality under the name Instituut van Interne Auditoren België. The French translation of the name is Institut des Auditeurs Internes Belgique, the English translation is Institute of Internal Auditors Belgium. The abbreviation IIABel or IIA België or IIA Belgique or IIA Belgium can also be used. The organization has been established for an unlimited period of time pursuant to the Law of 27 June 1921 on non-profit organizations, as amended by the Law of 2 May 2002, hereinafter called the Law on nonprofit associations and the law of 16 January 2003 related to the creation of an official Databank of Companies and by later law modifications. The association can be dissolved at any time. Article 2 Registered office The organization s registered office is located in 1000 Brussels, Koningsstraat bus 5 / Rue Royale boîte 5, in the legal District of Brussels. Article 3 Purpose The organization is the professional organization of internal auditors in Belgium, affiliated with The Institute of Internal Auditors Inc., which is the 1

2 worldwide professional organization of internal auditors together, and with The European Confederation of Institutes of Internal Auditing (abbreviated ECIIA), the European professional organization of internal auditors who also is also affiliated with The Institute of Internal Auditors Inc. The main aim is to defend, represent and look after the professional interests directly and through the abovementioned international professional Associations (IIA Inc. and ECIIA). In order to achieve these objectives, the organization undertakes the following actions: - the promotion and profile of the profession of internal auditor and the development of best practices in internal auditing; -, maintaining professional requirements and standards for a good practice of the profession; - contributing to research in the field of internal auditing, corporate governance, risk management and internal control; - distributing relevant information; - organizing meetings of members and/or stakeholders with a view to exchange knowledge and experience by promoting networking activities and cooperation. - allowing the organization of training opportunities, seminars and conferences aimed at the improvement and preservation of the expertise of its members and other stakeholders; - allowing the execution of quality reviews of internal audit services within its members. To achieve these objectives, the association may carry out all tangible, intangible, and financial transactions, with the exception of the restrictions imposed by the law and the articles of association. TITLE II Membership Article 4 General The association has a) Affiliated members comprising regular and associate members; b) Active members comprising RIA (Registered Internal Auditor)- members and honorary members. 2

3 The number of members is not subject to limitation, but a minimum of three effective members is required. 1. Ordinary members are natural persons exercising the profession of Internal Auditor, and yet do not comply with the RIA requirements (point2): 2. RIA (Registered Internal Auditor) members are natural persons exercising the profession of Internal Auditor and meet the following training and experience requirements: a) possess a recognition of "Certified Internal Auditor", of the Institute of Internal Auditors Inc.; or b) have a certificate, from an accredited training at home or abroad, aimed at internal audit or administrative organization and internal control. It concerns i.e. courses leading to the degree of master or post graduate programs such as in Belgium (not exhaustive), the training given by Louvain Management School or Antwerp Management School; or c) possess a title, whether or not regulated, such as for example, recognized by the "Supreme Council for Economic professions" or other professional associations; or d) have a diploma or certificate, awarded by an accredited higher education institution of a course leading to the degree of master. For the first two courses a proven professional experience of at least 3 years is required. For the other programs a proven professional experience of at least 7 years is required as well as holding a position of senior internal auditor, internal audit manager or equivalent. The association may possibly accept other equivalent certifications, or recognize any other or additional conditions which are included in the bylaws, after obtaining a majority on the Board of Directors; 3. Associate members are natural persons a. involved in one way or another in the field of internal auditing or are interested in this field; who represent legal entities, such as associations or companies in any way involved in internal auditing (limited to one single person); 3

4 students retired members These members conform neither to the conditions to ordinary, respectively, to the RIA membership. 4. Honorary members are individuals who, because of special merits for the association or for the field of Internal Auditing, are appointed by the Board of Directors and have accepted their appointment. Membership is personal and therefore not susceptible to transfer or transition. Where in these articles of association, reference is made to a member or to members, all the above-mentioned distinct members are understood, unless it explicitly states to the contrary. All members, distinguishing between active and affiliated members, are entered in a register of members that is stored on the Administrative Headquarters As transitory measure, all active members, on the date of approval of the new statutes, retain their membership as an effective member Article 5 Accession Only physical persons can be allowed as members. To join the association one must: a- be accepted by the Board of Directors with the approval of a simple majority. Applications can be submitted via the electronic application (website via mail or electronic mail to the secretariat. The date of acceptance is the starting date of membership. In case of nonacceptance of the candidacy, the candidate is informed in writing with the reasons for the refusal; b- endorse and comply the International Code of Ethics of the Institute of Internal Auditors Inc. This code can be found on the Institute's website. This is not applicable to associate and honorary members; c- endorse and comply the IIABEL s "Code of Professional Conduct of internal auditors", of which the regulations regarding quality 4

5 assessment of internal audit functions and the Continuing Professional Education Standard are part; d- provide to the board all information that it considers necessary for the proper performance of the duties of the association. Members undertake both against the association as opposed parties, to comply with all statutes and all regulations applicable to them, that are decided or to be adopted by the General Assembly. In the By-laws: - further conditions for admission can be stipulated - and the manner of notification and appeal against a decision to refuse admission are arranged. The members, except honorary members, are required to pay a membership fee. All members have the right of access to the General Assembly of the association. Only RIA members and honorary members have voting rights, except in cases of suspension. Rights and obligations are not transferable. Article 6 Dismissal and retirement Each member may resign at any time by submitting his/her resignation in writing to the Board of Directors of the association. Members, who fail to pay their membership fee after the scheduled reminder procedure, will be automatically considered as having resigned. The transition from affiliated to active member can a) occur at the request of a member; b) be proposed by the association to the concerned members. RIA members, who meet no longer the conditions required for membership as defined in Article 10, shall notify it in writing. They are then automatically considered as affiliated members. 5

6 Failure to respect of the conditions for membership, may lead the Board of Directors to impose sanctions. The exclusion of an effective member can only be pronounced by the General Assembly by a majority of two thirds of the votes of the present or represented active members. A member who resigns or is excluded cannot recover paid contributions. Article 7 Claims for the company's assets Resigning or excluded members, and heirs and beneficiaries of deceased members don t have any claim on the assets of the association, nor have access to the books of the association, nor can impose seals. Article 8 Annual fee All members except, honorary members, pay a membership fee. The amount of membership fees is determined annually by the Board of Directors. The maximum annual contribution per person may not exceed 1,000. The association is authorized to receive donations and legacies under the conditions set out in Article 16 of the Law of June 27, Article 9 Responsibility The members don t take any personal obligations relating to the commitments of the association TITLE III REGISTERED INTERNAL AUDITOR Article 10 Title and conditions for entry in the Register of Registered Internal Auditors a. Registry The association will open a register in which, these members are 6

7 included that are entitled to use the title of Registered Internal Auditor, abbreviated RIA. b. Rights and obligations of the Registered Internal Auditor The Registered Internal Auditor must strictly adhere to the Code of Ethics. The Registered Internal Auditors should follow a continuous education, of which the modalities are determined by the Board of Directors and included in a document entitled "Continuing Professional Education Standard - full text and guidance". c. Conditions of Registration To be included in this register and to hold the title of Registered Internal Auditor, members must comply with the conditions laid down in the statutes under Title II membership, Article 4. Candidates should compile a file that meets the requirements set by the Membership Committee and that, besides a motivated application for registration, contains certificates of the training courses, certificates of professional experience and detailed curriculum vitae. This file can be supplemented by the candidate with deemed useful information or information that is added at the request of the Membership Committee. If needed, this committee may hear the candidate. d. Removal from the register The entry in this register is deleted when a member would no longer meet the requirements or after a disciplinary sanction that imposes the deletion. e. Appeal procedure Any decision of the Board of Directors, by which the admission of a candidate, to be enrolled as a Registered Internal Auditor, is denied, may be subject to appeal to the Appeal Committee, as referred to in Article 11. This appeal must be lodged within thirty days of notification of the 7

8 decision of the Board of Directors by registered letter to the above mentioned Appeal Committee. Article 11 Disciplinary and appeal procedure applicable to Registered Internal Auditors a. Disciplinary Committee The disciplinary authority regarding the Registered Internal Auditors is initially applied by a Disciplinary Committee. b. Composition of the Disciplinary Committee This committee is composed of three members. All members are appointed by the Board of Directors. One member is a member of the Board of Directors or a former board member of an Institute; representing a regulated profession (e.g. The Institute of Chartered Auditors, The Institute of Accountants and Tax Consultants...). He occurs as Chair of the committee. The Chair is assisted by two members of the Institute which are also included in the list of Registered Internal Auditors and appointed by the Board of Directors. These members may not be a Board Member of the association. c. Disciplinary measures Disciplinary measures are warning, reprimand, suspension for a period not exceeding one year and deletion. The penalties are published in the members' magazine with the integral motivation of the decision but without mentioning the name, unless the disciplinary body decides otherwise. Alternatively, the Disciplinary Committee and Appeal Committee impose a wider publication through bodies which they deem fit to do so. The publication costs shall be borne by the relevant Registered Internal Auditor. 8

9 d. Disciplinary proceedings The disciplinary proceedings are initiated by the Board of Directors or based on a complaint filed by an interested third party against the Registered Internal Auditor to the Board of Directors. The disciplinary procedure is initiated by a detailed report, prepared by the Board of Directors. The relevant Registered Internal Auditor may be assisted by a lawyer or another Registered Internal Auditor. Disciplinary measures can only be imposed if the person concerned has been heard or at least duly called, on the basis of a registered letter, sent no later than thirty days before the summons. The decisions of the Disciplinary Committee must be motivated. They shall be notified to the person concerned by a decision by registered letter or by bailiff. An appeal may be lodged on the basis of a registered letter within thirty days after service of the decision of the Disciplinary Committee. The appeal is brought before the Appeal Committee. e. Appeal Committee This committee is composed of five members. Three members are members of the Board of Directors or former board members of an Institute representing a regulated profession (e.g. The Institute of Chartered Auditors, the Institute of Accountants and Tax Consultants...), appointed by the Board of Directors. One of them is appointed chairman. Two of its members belong to a different language community. They are assisted by two members who are on the list of Registered Internal Auditors, also appointed by the Board, Directors, and conduct any administrative function within the association. They also belong to a different language community. 9

10 f. Procedure of the Appeal Committee The procedure discussed in paragraph d of this article is applicable to the procedures of the Appeal Committee. g. Cost All costs can be charged by the disciplinary authority to the concerned Registered Internal Auditor. Otherwise, and in any case in the event of acquittal of the concerned Registered Internal Auditor, the institutional procedure costs may be charged to the operating expenses of the Institute. TITLE IV GENERAL ASSEMBLY Article 12 Composition and powers All members may assist to the general assembly. Only the active members of the association have voting rights. The general assembly just has the following powers: 1. the amendment of the articles of association; 2. the appointment and dismissal of directors; 3. the appointment and dismissal of auditors and determination of their fees; 4. the liability of directors and external auditors; 5. the approval of the budget and the annual accounts; 6. the exclusion of members; 7. the voluntary dissolution of the association; 8. the transformation of the association into a company with a social purpose; 9. whenever the statutes require. All the powers conferred by law or not expressly authorized by these statutes to the General Assembly, shall be exercised by the Board of 10

11 Directors. Article 13 Convocation a) General Assembly A General Assembly is held each year within 6 months after the closing of the accounting year, at the headquarters of the association or at any other place as indicated in the notice of meeting on the date and time to be decided by the Board of Directors. All members must be invited to it. b) Extraordinary General Assembly A special General Assembly may take place as often as the Board considers it necessary in the interests of the association. The convocation is required within twenty-one days after the written and substantiated request of at least one / fifth of the voting members. The special General Assembly is held no later than on the fortieth day after the request. Article 14 Formalities The notification for the meeting along with the agenda, is performed by the Board of Directors by ordinary letter addressed to each member, or electronically to the address indicated by the member. This is signed by the chairman of the board or by two directors and sent at least eight days before the meeting. Any proposal signed by at least one / twentieth of the effective members must be added to the agenda of the General Assembly. This right applies from convening until the term specified in the statutes until just before the commencement of the General Assembly. Items not included on the agenda may be added at the start of the General Assembly, after approval by all present or represented active members. Article 15 Chair 11

12 The General Assembly is chaired by the Chairman of the Board of Directors, assisted by the Secretary, or in his absence the Vice- Chairman or, in his absence by the Director being the most senior director. The person chairing the meeting shall appoint the secretary. Article 16 Votes a) Voting rights Each member is entitled to attend the meeting. All active members have equal voting rights, each of them possessed of a single voice. An active member may be represented by proxy. The proxy must itself be an active member of the association. Each proxy can only represent one active member by proxy. All proxies will be handed over to the President in writing at the start of the meeting. The Board of Directors may exceptionally, under the active members, organize a ballot by mail. The outcome of such a vote will be taken to the attention of the members at a General Assembly. b) Quorum The General Assembly will be validly constituted regardless of the number of members present or represented. The decisions of the General Assembly are adopted by a simple majority of the votes of the members present or represented voting members; abstentions and invalid votes are counted in the assessment in ordinary cases. In cases where the law or statutes provide for a special votemajority, abstentions and invalid votes are counted as votes against. In case of equality of votes, the Chairman's vote is decisive. All resolutions of the General Assembly on amendment of the Articles of Association, the exclusion of a member or the voluntary dissolution of the association may only be approved by a quorum and a special majority corresponding to the articles 8, 12 and 20 of the non-profit organizations (NPO) Act. 12

13 Article 17 Minutes Resolutions adopted by the General Assembly are set in the minutes signed by the President, the Secretary or those acting on their behalf in accordance with Article 15 of the Statutes. The minutes are kept at the registered office of the Association in a special register and are available for inspection by members and interested third parties. They are also published on the members page of the website. TITLE V BOARD OF DIRECTORS Article 18 Composition The association is managed by a Board of Directors consisting of minimum three and a maximum of nine members. If the association would consist of three active members, there must be two directors. The members of the Board of Directors are elected every two years by the General Assembly. All active members can apply to the Board of Directors. Applications are assessed and whether or not authorized by a Nomination Committee. These candidates are proposed by the outgoing Board of Directors to the General Assembly, which ultimately makes up nine candidates and three reserve candidates for any interim replacement. The mandate of director is valid for two years, renewable (max 4 times consecutively), and is not reimbursed. Interim been appointed directors are only appointed for the rest of duration of the completed mandate. In case of equality of votes for a candidate as member of the Board of Directors, the candidate with the largest total length of service as a member of the association will be preferred. Their function will cease by death, resignation, civil incapacity or administration placement, dismissal or expiration of the term of office. Directors must submit their resignation in writing to the Chairman of the Board of Directors. Dismissal and replacement with one of the reserve candidates will be approved by the General Assembly. Directors may be removed by the General Assembly, which will decide 13

14 by a majority of two thirds of the voting members present and represented. Article 19 Functions The Board of Directors will choose a chairman among its members, a vice-chairman, a secretary, a treasurer and other necessary functions. In the absence of the chairman, the board will be chaired by the Vice-President or in his absence, by a director appointed by the President. The mandate of president is not renewable. Article 20 Convocation The Board of Directors will be convened by the chairman or by two directors as often as considered necessary. The notice and the sending of the agenda can happen electronically to the address indicated by the members. Article 21 Votes A meeting of the Board of Directors is only valid if a majority of the members are present. If this condition is not met, then a new meeting shall be convened within a month with the same agenda regardless of the number of present or represented directors. At this second meeting, decisions are valid irrespective of the number of members present. The chairman will ask absent directors to give a proxy to a colleague. The decisions of the Board are taken by simple majority. In case of equality of votes, the Chairman's vote is decisive. Article 22 Delegation, social signature The Board of Directors may delegate the daily management of the association, including all the financial transactions (except the raising of loans and credit lines) to one or more persons, whether or not members of the association, with the use of the social signature. The Board of Directors may, at its responsibility, delegate its responsibility for certain 14

15 actions or tasks to one or more persons, whether or not members of the association. At every delegation of powers granted by the Board of Directors can be set an end at any time by simple decision and without communication of the reasons to the people involved. For all operations that fall outside the daily management, such as acquiring, disposing of, mortgaging of real estate, borrowing and credit facilities, legal proceedings, etc., the association will, except by special delegation, be validly represented and bound by the joint signature of two directors, which must justify itself to a third party by a prior decision of the Board of Directors. Article 23 Responsibility The directors do not take personal liabilities for the commitments of the association. They are only responsible for the execution of their mandate. The approval of the annual accounts by the General Assembly of the association shall discharge the members of the Board of Directors. Their mandate is free of charge. Article 24 Powers The Board of Directors has the broadest powers to act on behalf of the association and to perform all acts of administration and disposal within its corporate purpose. Anything, not expressly and binding reserved to the General Assembly by law or the Articles of Association, belongs to the authority of the Board of Directors. Article 25 Minutes The deliberations of the Board of Directors are recorded in minutes. They will be approved at the next meeting of the Board of Directors, kept in a register at the office of the association and signed by the Chairman and the Secretary or those acting on their behalf in accordance with Article 15 of the Statutes. They are available for perusal of the active members. 15

16 TITLE VI ACCOUNTS, BUDGETS Article 26 Accounts and Budgets Every year on December 31st, the accounts of the preceding period are closed and a specific budget for the next accounting period is determined. Both will be submitted for approval at the next General Assembly. An external auditor shall be appointed as commissioner of the accounts by the General Assembly. TITLE VII DISSOLUTION Article 27 Dissolution In case of dissolution of the association, the remaining assets will be used for a disinterested purpose, with the approval of the General Assembly which pronounced the dissolution. 16