The private Foundation called “JECS Trust” is governed by the following statutes:
The private foundation will be called the “JECS Trust”. Its head office will be at 7000 Mons – Belgium, avenue Gouverneur Cornez, 4.
Its aim is the progress of ceramics science in Europe, to be achieved by encouraging the publication of a scientific journal.
It will realise its aim by the following particular activities:
Collaboration with a publishing company;
Collaboration with the European Ceramic Society;
Establishment of rules for the cooperation between the European Ceramic Society and the publishing company in charge of the Journal of the European Ceramic Society.
It may undertake any other activity which can contribute towards the realisation of its goal.
It can acquire or own furniture and buildings, according to the legislation in force and exercise all rights of ownership or other rights, and generally undertake any acts bringing it directly or indirectly towards its aim.
The Foundation can develop its activities in Belgium as well as abroad.
The private Foundation is administered by a council (board of directors) of a minimum of 6 members and a maximum of 8 members. In the latter case, 4 are nominated by the European Ceramic Society (respectively its President, its Secretary, its Treasurer and the “Immediate Past-President”), one by the publisher in charge of the publication of the Journal of the European Ceramic Society and three by editing office (the Editor of JECS).
Their functions will come to an end by death, resignation, civil incapacity, dismissal or expiry of the term for which the said functions have been conferred.
The dismissal of an administrator can only take place under the same conditions of voting and of the required presence of members as are required for modification of statutes as in Article 11 of these statutes.
Administrators who wish to resign before the end of their term should send their resignation by mail to the board of directors, which will undertake the formalities required by Article 31 of the law.
In the case of a vacancy during the course of a term of office, a temporary administrator can be named by the board of directors. In this case, he completes the term of the administrator he is replacing.
The secretary and the treasurer of the European Ceramic Society are legally secretary and treasurer of the private foundation. The presidency is taken on by the “immediate past President” of the European Ceramic Society.
The board can only have valid discussions if the majority of its members are present or represented.
For all matters concerning renewal of the contract between the private foundation and a publisher, the named representative of the publisher in charge of the publication of JECS does not have the right to vote.
In all other cases, decisions are taken according to the majority of votes by the administrators who are present or represented.
The administrators carry out their term free of charge.
In the case of equal votes, the decision is put forward to the next council meeting.
When the urgency of the topic and the interest of the foundation require it, the decisions of the board of directors can be taken by written agreement of the directors.
A board meeting is constitutionally valid, even if all or some of the directors are not physically present or represented, provided that such directors take part in the discussions by means of telecommunication which allows the administrators to hear each other directly and to speak directly, such as telephone conference calls or videoconferences. In this case, these directors are considered to be present.
Each director can give a written proxy to another director in order to be represented at a board meeting and to enable them to vote in his/her place. An director can never hold more than two proxies.
The decisions of the Board of Directors are noted in the minutes which are signed by the President, as well as the Secretary or, in his/her absence, by the director who has carried out this function during the meeting in question. These minutes are filed in a register which is kept at the head office of the Foundation.
The working language is English.
The directors have full powers for the administration and management of the private foundation. They represent the foundation in all legal and non-legal matters.
All the activities in which the private Foundation engages, except for special powers of attorney, are signed by two directors who will not need to justify to third parties the powers conferred on them for the purpose
The Board of Directors can delegate the daily management of the private foundation with the use of the signature related to this management, to a delegated administrator chosen by its members.
Any legal actions, either as plaintiff or as defendant, will be undertaken on behalf of the private foundation by the board of directors, and they will be conducted by the president or by an administrator appointed for this purpose.
If a director has, directly or indirectly, a conflict of interest in relation to a decision or an operation relevant to the Board of Directors, he should inform the other directors before the discussions at the Board of Directors take place. This declaration, as well as the reasons explaining the conflict of interest of the director concerned, must be indicated in the minutes of the Board of Directors making the decision. In addition, when the private Foundation has elected one or several Trustees, they must be informed of this occurrence.
The Board of Directors can have valid discussions on statutory changes of the private foundation only if the topic of discussion is specially indicated in the agenda and if there are two thirds of the members present.
Any such change can only be adopted if two thirds of the directors are present or represented.
If two thirds of the members are not present or represented at the first meeting, it is possible to call a second meeting where discussions can take place whatever the number of members present or represented; but no decision can be taken unless there is a majority vote of two thirds of the members present or represented.
In the case of dissolution of the private Foundation according to Article 39 of the law, the net assets of the private Foundation will be put towards an independent purpose related to the social objectives of the Foundation. If the charitable objective of the Foundation is achieved, the founders could take back a sum equal to the value of the assets which they made available for the achievement of this goal.
Rules for internal procedures can be adopted by the council of administration without detriment to the law and these statutes.
The accounting period of the Foundation runs from 1st January to 31st December inclusive in each year. The first such report of the Foundation will begin on the date of the establishment of the Foundation and will then run to 31st December 2008 inclusive.
Everything not considered by the present statutes will be held as conforming to the dispositions of the law of 27th June 1921 relating to non-profit associations, international non-profit associations and foundations. Anything which would be contrary to this law is considered invalid