European Corporate Governance Institute
in abbreviation "ECGI"
as modified by the Extraordinary
General Meeting of 11/10/2013
translation of the French original. Click
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Chapter I - Name, registered office, purpose and term
Article 1 - Name
1.1 The name of the Association shall
be EUROPEAN CORPORATE GOVERNANCE INSTITUTE,
or in abbreviation "ECGI", hereinafter referred to as "the Institute".
1.2 The Institute is an international non-profit association, in accordance with provisions of Title III of the Belgian Law of 27 June 1921, granting legal personality to non-profit associations, international non-profit associations and foundations as amended.
Article 2 - Registered office
2.1 The Institute has its registered office in
Belgium, c/o Académie Royale de Belgique, Palais des Académies,
1 rue Ducale, 1000 Bruxelles. The registered office
may be transferred to any other location in Belgium
in compliance with the applicable legislation on
languages, by a decision taken by simple majority
of the Board of Directors, published in the Annexes
au Moniteur belge.
2.2 The Institute may also open other administrative and operational offices, both in Belgium and abroad, by a decision taken by a simple majority of the Board of Directors.
Article 3 - Purpose
3.1 The mission of the Institute is to improve corporate governance through independent scientific research and related activities.
3.2 To achieve this purpose the Institute is to:
||Bring together academics working on corporate
governance in Europe and elsewhere and promote
interaction between academics from different
disciplines, such as economics, law, finance,
management and sociology.
between academics, legislators and practitioners
and seek to promote debate on major corporate
and disseminate research on corporate governance.
||Advise on the
formulation of policy and development of
best practice based on impartial and objective
research and collective know-how
other activity that will improve understanding
and exercise of corporate governance.
3.3 The Institute will seek to achieve its aims
for example by:
on the activities of the European Corporate
Governance Network (www.ecgn.org).
research results and other relevant material
through the Institute's web-site.
creation of corporate governance indicators.
inviting distinguished academics to hold
public policy lectures.
3.4 The Institute
has the right to exercise, in Belgium or abroad,
alone or in collaboration with third parties, directly
or indirectly, all activities related, directly
or indirectly, to its purpose.
Article 4 - Term
4.1. The Institute is formed for an unlimited term.
Article 5 - Structure
5.1. The organs of the Institute are:
||the Board of
Directors (hereinafter the “Board”);
entrusted with daily management.
II - Members of the Institute
Article 6 - Members
6.1 The Institute is an association formed by the natural
persons and legal entities, validly represented, having
signed the original Articles of Association.
categories are Academic Member, , Institutional Member,
Ordinary Member, Patron Member and Research Member.
6.3 Academic Members are individuals who hold at least
a 70% position with an academic institution or otherwise
mostly pursue an academic activity.
Members are legal entities concerned with corporate
governance, for example stock exchanges, regulators,
investors, companies, ratings agencies, stock price
index producers and law and audit firms.
Members are individuals who otherwise take an active
interest in corporate governance issues.
Members are legal entities or individuals interested
in corporate governance and are Patrons of the European
Corporate Governance Research Foundations (ECGRF).
They are appointed in agreement with the boards of
ECGI and ECGRF.
6.7 Research Members are individuals
who have been appointed research fellows or research
associates by the Institute, for the duration of their
Article 7 - Application for Membership
7.1 Academic, institutional or ordinary membership
must be applied for through the Institute's web-site,
by e-mail or letter.
7.2 Applicants must commit to
abide by the Articles of Association and the Internal
7.3 Applicants must furnish, upon request and
under clearly defined conditions of confidentiality,
sufficient information to verify the membership class.
Academic Members commit to notify the Institute immediately
when the pre-conditions for academic membership cease
7.4 A duly constituted Membership Committee
admits new academic, institutional or ordinary Members.
In the event of rejection, the applicant may request
re-consideration of the application by the Board, the
decision of which is final and requires no justification.
Article 8 - End of Membership
8.1 The membership of any Member of the Association
decease, incapacity or insolvency of an individual;
or forced dissolution or liquidation of a
legal entity or association;
|| by resignation;
|| upon suspension
||when the conditions
for entry into a given class of membership
are no longer met.
may resign from the Institute by notifying the
Board in writing. The resignation will take effect
on receipt of the notification by the Institute.
8.3 A Member deemed to cause damage to the interests
of the Institute may be suspended or expelled by
the Board. The Member will be notified of the suspension
or the expulsion. The Member concerned shall in
any case have the right to present its defence
beforehand. In case of expulsion, it shall also
have a right of appeal before the General Assembly.
A suspended Member shall not be entitled to vote,
to attend meetings of the Institute, or otherwise
to participate in the activities of the Institute during
the suspension period.
8.4 No Member who has resigned
or has been expelled, nor its beneficiaries or creditors
will have any right to the assets of the Institute,
nor to any reimbursement of the membership fees or
donations. Such Member will remain liable for all dues
for the current financial year and any other commitments
the Member may have towards the Institute or ECGRF,
in which case such debt shall immediately become due
Article 9 - Membership fees
9.1 Members shall pay membership fees to the Institute
set by the General Assembly, which may vary by membership
class. The Board determines the terms and form of payment.
9.2 Membership is only effective upon receipt of the
9.3 In the event of resignation or
exclusion of a member the fee is not reimbursable.
Chapter III - General Assembly
Article 10 - Composition and Powers
10.1 The General Assembly shall consist of all the
Members of the Institute. All Members have one vote.
10.2 The General Assembly shall have all the powers
conferred upon it by these Articles, namely:
modification of these Articles of Association;
to dissolve the Institute;
and removal of the directors;
of the Institute's budgets, accounts and
and removal of the external auditor.
10.3 Each Member
shall have the right, by means of a letter sent
by regular mail or any other medium of written
or electronic communication that reasonably permits
the identification of the sender, to be represented
at the General Assembly by a proxy-holder, who must
be a Member of the same class. A proxy-holder shall
never represent more than two other Members.
Article 11 - Ordinary and Extraordinary Meetings of
the General Assembly
11.1 The General Assembly meets, at least once a year
upon an invitation specifying the place, date and agenda
sent by the Chairman of the Board, or his/her deputy
at least 15 calendar days in advance. The general assembly
will in particular
the report on the activities of the Institute
during the past year;
||approve the accounts
for the past year and approve the budget,
the membership fees and the admission fees
for the following year;
||release the directors
and the auditor with regard to their tasks.
11.2 An extraordinary
General Assembly shall be called by the Board of
directors whenever required by the interests of
the Institute or upon request of at least one fifth
of the Members.
Save in an emergency, notice of
meetings shall be served at least 15 calendar days
Only an extraordinary meeting may:
the Articles of Association in accordance
with Article 20;
||decide the dissolution
of the Institute in accordance with Article
11.3 The General
Assembly shall be presided over by the Chairman
of the Board of Directors or, in the absence of
the Chairman, by the Vice-Chairman, failing which
by a director designated by his/her colleagues.
11.4 The minutes of the General assembly shall be
signed by the person presiding the Assembly and kept
in a separate file at the Institute's registered office
by an appointee entrusted with daily management, at
the disposal of the Members.
Chapter IV - Board, Committees, Appointee(s) entrusted
with daily management, External Auditor
Article 12 - Board
12.1 The Board has a minimum of 3 and a maximum of
11 directors. A majority of directors are nominated
and elected among persons qualifying for research membership
of the Institute. Such directors are deemed to resign
when the pre-conditions for research membership no
12.2 In case of a vacancy, the Board
has the power to provide for an interim director pending
a decision by the next General Assembly.
12.3 The General
Assembly may decide to remove a director. Such decision
requires a two-thirds majority of the votes of the
Members present or represented.
12.4 The Board elects
a Chairman amongst the directors that do not qualify
for academic or research membership of the Institute
and a Vice-Chairman who qualifies for academic or research
12.5 The Chairman, the Vice-Chairman or
two Directors convene meetings of the Board. Save in
an emergency, notice of meetings shall be served at
least 15 calendar days in advance.
12.6 Board meetings
may be held both physically and by online telecommunication.
If a board meeting is held by online telecommunications,
directors shall have received timely information enabling
them to express a fully considered opinion on the items
on the agenda. Items voted on during an online telecommunications
meeting shall be recalled and confirmed at the next
following physical meeting. Nevertheless, absence of
such confirmation shall not invalidate the decisions
12.7 The maximum term of the office for Directors
shall be 3 years. Directors may be re-elected.
The minutes of the Board shall be signed by the Chairman
and kept in a separate file at the Institute's registered
office by an appointee entrusted with daily management,
at the disposal of the Board members.
12.9 Every director
shall declare potential conflicts of interest to the
chairman or the Vice-Chairman at the time he/she is
approached to fulfil that function, and there after
if new conflicts arise. In case a conflict is declared,
the chairman or Vice-Chairman, assisted by two other
Directors designated ad hoc by the board, shall decide
what measures, if any, are necessary to avoid undesirable
consequences of such conflict. They shall inform the
whole Board without delay of the existence and nature
of the conflict and of any measures taken in consequence.
Article 13 - Powers of the Board
13.1 The Board of Directors shall have all powers necessary
to pursue the objectives of the Association, and to
effect and complete all management, administration
and disposal acts, with the exception of the powers
reserved by law or by these Articles to the General
Article 14 - Representation of the Institute
14.1 Without prejudice to the Board’s powers to delegate
daily management, the acts binding the Institute with
regard to third parties are validly signed only by
the Chairman, the Vice-Chairman or jointly by two directors,
or by a holder of special powers of attorney. Legal
proceedings, either as plaintiff or defendant, are
conducted by the Board of Directors represented by
the Chairman or by any person the Board has designated
to that effect.
Article 15 - Committees
15.1 The Board shall appoint a Membership Committee
and may appoint such other committees that it deems
useful for the proper governance of the Institute,
such as a Management Committee.
15.2 The Board determines
the terms of reference and powers of the committees
it appoints. Committees report to the Board on their
Article 16 - Delegation of daily management
16.1 The Board may under its responsibility delegate
the day-to-day management of the affairs of the Institute
in whole or in part to one or more appointees who may
or not be Board members.
16.2 The Board shall define
the appointees’ respective titles, powers and remunerations.
16.3 For the scientific part of the Institute’s affairs,
the relevant appointee shall qualify for academic or
research membership of the Institute.
16.4 The maximum
term of the office of an appointee that includes scientific
affairs shall be 3 years. Such appointment may be renewed.
Article 17 - External Auditor
17.1 The General Assembly appoints an external auditor
drawn from the Members of the Institute of Auditors
17.2 The mandate of the external auditor
may not exceed two years. It may be renewed. The General
Assembly determines the fee to be paid to the external
Chapter V - Budget and Accounts
Article 18 - Budget and Accounts
18.1 On 31 December of every year and for the first
time on 31 December 2002, the books and accounts of
the Institute shall be closed and the Board of Directors
shall establish the accounts of the Institute for submission
to the annual General Assembly, together with the budget
for the year during which the assembly is held.
The accounts of the Institute shall be audited by the
18.3 The Institute shall be funded
provided these are given with the understanding
that they will in no way influence the independence
of the Institute and/or its organs;
Institute activities, for example royalties
from books and publications;
funded or subsidised activities;
and donations from interested organisations.
Article 19 - Ordinary Decisions
19.1 Except for any provisions to the contrary mentioned
in the Articles of Association, resolutions approved
by the General Assembly shall be validly adopted if
they obtain the affirmative vote of the majority of
the Members present and represented. Except in the
cases foreseen in articles 20 and 21 of these Articles
of Association, the General Assembly may validly deliberate
and vote, whatever the number of Members present or
represented. Each Member has one vote. Another member
may represent a Member unable to attend the meeting.
A Member may not, however, represent more than 2 other
Members. In case of a tie, the chairperson of the assembly
has the casting vote. Abstentions are not counted.
No decision may be taken on an item which does not
appear on the agenda accompanying the notice of a meeting,
save for an item included by a unanimous resolution
of Members present and represented.
19.2 The Board
may only validly decide and adjudicate if at least
half of its members are presented or represented. Decisions
of the Board are taken by a simple majority of the
Directors' votes cast. Each Director has one vote.
Another Director may represent a Director who is unable
to attend the meeting. A Director may not, however,
represent more than two other Directors. In case of
a tie, the chairperson of the meeting has the casting
vote. Abstentions are not counted.
19.3 The Board may
take decisions by written resolution. For such to be
valid, all Board Members must be notified by post or
e-mail, and adequate explanation must be given regarding
the rationale of the resolution proposed. The decision
may only be considered effective when positive approval
of at least one half of the Board has been received
by post or e-mail.
19.4 Decisions of the General Assembly
and/or the Board are binding on all the Members of
Article 20 - Amendments to the Articles of Association
20.1 The General Assembly shall validly deliberate
on amendments to the Articles of Association only if
the object of such amendments is mentioned explicitly
in the call to meeting and if two thirds of the total
number of members and two thirds of the Research Members
as a group are present or represented at the assembly.
Any amendment shall require a two-thirds majority of
the votes, including a two-thirds majority of the Research
Members present or represented when counted as a group.
Abstentions are not counted.
20.2 If less than two
thirds of the total number of members or less than
two thirds of the Research Members are present or represented
at the first assembly, the Board of Directors shall
have the right to call a second assembly within three
weeks of the date of the first assembly, which shall
validly deliberate whatever the number of Research
Members present or represented.
20.3 Amendments to
article 3 (Purpose) of these Articles shall be effective
only after approval by Royal Decree. Any other amendment
to the Articles of Association of the Institute shall
be effective after approval by the Ministry of Justice
or its delegate and in compliance with the publicity
requirements of the Belgian Law of 27 June 1921, as
Article 21 - Dissolution
21.1 The Institute may only be dissolved by a decision
of the General Assembly where more than three-quarters
of the Members present vote in favour, including a
three-quarters majority of the Research Members present
as a group, and inasmuch as two thirds of the total
number of members and two thirds of the Research Members
as a group are present or represented at the assembly.
21.2 If at a first assembly less than two thirds of
the total number of members or less than two thirds
of the Research Members are present or represented
as a group, then the Board may convene a second assembly
within three weeks of the first which shall validly
deliberate whatever the number of Members present or
21.3 If the Institute is dissolved, the
assembly shall appoint a liquidator and determine its
powers. 21.4 The General Assembly decides on the distribution
of the net assets, if any, to academic and/or charitable
institutions whose aims are as close as possible to
those of the Institute.
Chapter VII Sundry Provisions
Article 22 - Internal Rules
The General Assembly, on the recommendation of the
Board, may adopt one or more Internal Rules compatible
with the provisions of these Articles of Association
so as to ensure smooth running and administration of
the Institute. They are binding on all Members, provided
that at least two-thirds of the votes cast are in favour.
Abstentions are not counted.
Article 23 - Application of legal provisions
Any matters which are not covered by the present Articles
of Association will be governed by the provisions of
Title III of the Belgian Law of 27 June 1921, as amended.
Article 24 - Authentic language version
In case of dispute, the French version of these documents
is the authentic text.