SECTION 1 – Form, name, registered office, organisation
Article 1 The non-profit association called The Belgian Centre for Arbitration and Mediation (abbreviated in French to CEPANI and in Dutch to CEPINA) was founded on 17 October 1973.
Article 2 The registered office of the Association is in the Brussels-Capital Region at 8, Rue des Sols, BE-1000 Brussels. The Board may relocate the registered office within the Brussels-Capital Region.
Article 3 The Association shall be responsible for establishing the system of internal organisation required for it to operate efficiently in the various regions of the country. In particular, it may establish regional arbitration centres or other centres.
SECTION II – Purposes and object
Article 4 The Association has the following purposes, which are not for profit:
a) to establish and organise one or more centres for arbitration or other forms of alternative dispute resolution;
b) to promote arbitration and other forms of alternative dispute resolution at national, European and international level;
c) to develop scientific knowledge in relation to arbitration and other forms of alternative dispute resolution.
Article 5 The object of the Association is to:
a) examine the various issues raised by alternative dispute resolution and in particular arbitration and mediation;
b) organise and take part in national, European and international congresses on arbitration and other forms of alternative dispute resolution;
c) promote arbitration and other forms of alternative dispute resolution, in particular by establishing and maintaining a network of members and interested parties and by cultivating good relations with stakeholders and public authorities;
d) in the disputes submitted to it, make the appointments provided for in the CEPANI rules adopted by the Association and monitor the procedures initiated in accordance with these rules;
e) support and take an interest in any activity pertaining to its purposes and object.
The Association may perform all acts that are useful or necessary for the achievement of its purposes and object. It may acquire and own, or otherwise hold, any movable or immovable property and use, manage and make such property available.
SECTION III – Members
Article 6 The Association is made up of full members and, where applicable, associate members.
The minimum number of members may not be less than ten while the minimum number of full members may not be less than seven.
The Association shall maintain an up-to-date register of members in accordance with the law.
With the exception of the provisions set out in Articles 11 to 17, full members and associate members shall enjoy the same rights.
Article 7 The following are full members:
The parties to the deed of incorporation.
The representative of the Belgian National Committee of the International Chamber of Commerce (ICC), the representative of the Federation of Enterprises in Belgium (FEB), the Honorary Presidents of the Association and the representative of the Belgian National Committee of the ICC at the ICC International Court of Arbitration.
Any natural person, having been nominated by at least two full members, admitted as a full member by a sovereign decision of the Board with three-quarters of the votes cast.
Article 8 The status of associate member may be conferred by a sovereign decision of the Board on persons who have an interest in the purposes and object of the Association, who cannot or do not wish to become full members and who are nominated by at least two full members. The rights and obligations of associate members are determined exclusively by the Articles of Association.
Article 9 Full members and associate members are free to withdraw from the Association at any time by notifying the Association's Board of their resignation.
Any full or associate member who has not paid the required membership fee within one month of being sent a reminder by registered post shall be deemed to have resigned.
On the recommendation of the Board, a full or associate member may be excluded from the Association. Any member whose exclusion is proposed has the right to be heard beforehand by the Board. Said member's exclusion may only be decided by the General Meeting under the quorum and majority conditions required for the amendment of the Articles of Association.
The Board may suspend any members found guilty of a serious breach of the Articles of Association or of the law, pending a decision by the General Meeting.
Article 10 Any full or associate member who resigns or who has been excluded from the Association and any beneficiaries of a full or associate member who has resigned, been excluded or died may not exercise any claim on the Association's assets.
SECTION IV – Membership fees
Article 11 Full and associate members shall pay an annual membership fee. The fee is fixed by the General Meeting but may not exceed EUR 1,250. The General Meeting may set different membership fees for different categories of full or associate members that it has established previously.
SECTION V – General Meeting
Article 12 The General Meeting comprises all full members. It is chaired by the President of the Board.
The President, the Vice Presidents and the Secretary General constitute the Bureau of the General Meeting. The Secretary General draws up the minutes. The President may appoint two assessors as additional members of the Bureau.
Article 13 The General Meeting alone is authorised to:
amend the Articles of Association;
appoint and dismiss Board members;
appoint and dismiss the auditor and set the auditor's remuneration;
discharge Board members and auditors;
approve the annual accounts and the budget;
dissolve the Association;
exclude a member;
convert the Association into another form of legal entity;
perform or accept the transfer of a totality of assets;
act in all other circumstances in which the law or the Articles of Association require a decision by the General Meeting.
Article 14 Full members are invited to attend the General Meeting by the President of the Board. They may be represented by another full member. The Ordinary General Meeting is held in the first half of each year.
Invitations are sent by email, or by post if the Association does not have a member's email address. Any invitation sent to the email address provided by a member shall be deemed to have been validly issued. The Association may use this address until such time as the member concerned provides another email address or indicates that he/she no longer wishes to communicate by email. Where applicable, the email address may be replaced by another equivalent means of communication.
Invitations are sent out no later than fifteen days prior to the date of the meeting of the General Meeting, together with the agenda and the documents submitted to the General Meeting.
Any proposal in respect of which a document has been signed by one twentieth of the full members must be placed on the agenda.
Full members may, unanimously and in writing, take all decisions which fall within the powers of the General Meeting, with the exception of amending the Articles of Association. In this case, the formalities for convening the meeting do not need to be completed. Board members and, where applicable, the auditor may, at their request, inspect these decisions.
Article 15 The General Meeting must be convened by the Board when so requested by one fifth of full members.
Article 16 Each full member has an equal right to vote at the General Meeting. Unless otherwise provided by law or the Articles of Association, decisions are taken by a simple majority of the votes present or represented.
In the event of a tie, the President or the member replacing him/her shall cast the deciding vote.
The Board may authorise full members to vote electronically before the General Meeting by sending a form, the content and form of which shall be determined by the Board. The Board shall stipulate the deadline by which and the email address to which the form must be sent. For each vote, the President shall indicate the number of votes cast electronically for or against the proposed decision.
Article 17 The General Meeting may only validly rule on voluntary dissolution of the Association, amendment of the Articles of Association, amendment of the purposes or objects of the Association, exclusion of a member, restructuring by merger, demerger or transfer of a totality of assets, or conversion of the Association into another form of legal entity, in accordance with the applicable provisions of the Companies and Associations Code.
Article 18 Decisions taken by the General Meeting are recorded in a register of minutes signed by the President and the Secretary General. This register is held at the Association's registered office where all members may consult it on site.
Any amendments to the Association's Articles of Association must be published in the annexes to the Moniteur belge/Belgisch Staatsblad within one month of the date on which they are made. The same applies to any nomination, resignation or dismissal of a member of the Board.
SECTION VI – Board
Article 19 The Association is run by a Board made up of at least seven members appointed and removed by the General Meeting and selected from among the full members. The representative of the Federation of Enterprises in Belgium automatically has a seat on the Board. The Board is composed with a view to achieving a balanced representation of women and men. Board members who so wish may, for the purposes of their office, elect domicile at the Association's registered office:
If they choose to do so at the time of their appointment, this choice will be stated in the appointment decision.
If they choose to do so during their term of office, the Board shall be informed and the person in charge of daily management shall be responsible for implementing this choice.
The election of domicile will be recorded and published in the register of legal entities, so that this choice is enforceable against all members and third parties.
Board members may be represented by another Board member. The Board is duly empowered to rule when half of its members are present.
Article 20 The period of office of a Board member is three years. The term may be renewed twice consecutively.
Board members may be re-elected.
Article 21 The Board appoints from among its number a President and one or more Vice Presidents for a term of three years. Their term may be renewed twice consecutively.
The Board may also appoint a Secretary General. In the absence of a Secretary General, the President shall act as Secretary General.
In the event that the President is unable to perform his/her duties, the oldest Vice President or the Secretary General or the oldest Board member present shall take over the President's duties.
Article 22 Decisions by the Board are taken by a majority of votes cast by Board members present or represented. In the event of a tie, the President or the Board member replacing him/her shall cast the deciding vote. The Board may meet by any appropriate means of electronic communication.
Decisions by the Board may be taken by unanimous written decision of all the Board members.
Minutes are taken of all Board meetings and are sent to Board members at the latest with the invitation to attend the next meeting. The minutes are kept in a register held at the Association's registered office where they may be consulted on site. The minutes of Board meetings are signed by the President and any Board members who wish to do so. Copies to be issued to third parties are signed by one or more Board members with power of representation.
Article 23 The Board has the power to perform all acts necessary or useful for the achievement of the object and purposes of the Association, with the exception of those reserved by law to the General Meeting.
The Board represents the Association, including in legal proceedings, under the conditions set out in Article 26.
Article 24 Daily management of the Association, including representation of the Association in this context, is the responsibility of the Secretary General, who may be assisted by one or more Board members appointed to this role. In the absence of a Secretary General, the President shall be responsible for daily management of the Association.
Article 25 The appointments stipulated in CEPANI rules shall take place in accordance with the terms set out in the internal rules of procedure. The latter must be approved by the Board. The latest approved version of the internal rules of procedure is dated 1 June 2023.
Article 26 To represent and commit the Association in respect of third parties in documents other than those pertaining to daily management, and to represent the Association in legal proceedings, the decision or document must be signed by two Board members who have been delegated specifically for this purpose, unless the Board has appointed the President or the Secretary General responsible for such.
Board members shall not be required to justify their powers to third parties.
Article 27 Members of the Board do not, due to their function, enter into any personal obligation and are responsible only for performing their mandate. They perform said mandate free of charge.
SECTION VII – Miscellaneous
Article 28 The Association's financial year commences on 1 January and ends on 31 December.
Article 29 The accounts for the previous financial year and the budget for the following financial year must be submitted to the General Meeting annually no later than six months following the closure of the Association's financial year.
Article 30 The General Meeting shall appoint an auditor to verify the Association's accounts and present an annual report. The auditor is appointed for a term of three years and may be re-elected.
Article 31 In the event that the Association is dissolved, the General Meeting shall appoint one or more liquidators, shall specify their powers and shall stipulate how the Association's net assets are to be distributed.
Such assets must be allocated to a scientific institution.
These decisions and the name, profession and address of the liquidator(s) shall be published in the annexes to the Moniteur belge/Belgisch Staatsblad.
Article 32 Any matter not covered by the present Articles of Association shall be governed by the provisions of the Companies and Associations Code.