The private Foundation called “JECS Trust” is governed by the following statutes:

Article 1

The Foundation takes the form of a private Foundation.

The private Foundation will be called “Journal of European Ceramic Society Trust”, abbreviated “JECS Trust”, Private Foundation.

All deeds, invoices, announcements, publications and other documents emanating from the Foundation must mention the name, immediately preceded or followed by the words "private Foundation" as well as the address of the head office, the company number and the terms "registre des personnes morales" or the abbreviation "RPM", followed by an identification of the court of the head office of the Foundation.

Its head office will be in the Walloon Region (Belgium)

Its registered office may be transferred anywhere in the Walloon Region by a simple decision of its Board of Directors.

Any transfer of the registered office will be published in the annexes to the “Moniteur Belge”. In the event of a transfer of the head office to another region, a modification of the statutes is required.

It will be able to create branches in any European country.

Article 2

Its aim is the progress of ceramics science in Europe.

Article 3: OBJECTIVE

It will achieve its purpose in particular through the following activities:

• Encouraging the publication of scientific journals;
• 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 and of Open Ceramics;
• Sponsoring conferences, workshops, seminars, etc.;
• Providing support to researchers willing to specialise in new technologies.
   

It may undertake any other activity that can contribute towards the realisation of its purpose.

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 Foundation cannot provide any profit to the founders, directors or any other person, except, in the latter case, if it is consistent with the achievement of its disinterested purpose.

Article 4- Duration

The Foundation was established for an indefinite period.

ADMINISTRATION – REPRESENTATION.

Article 5

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 the editing office (the Editor of JECS).

Their term of office is 2 years. Their mandate is renewable

Article 6

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 a director can only take place under the same voting and attendance conditions required for the modification of the articles of association provided for in Article 13 of these articles of association.

Directors 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 the “Code des sociétés et des associations”

Article 7

In the case of a vacancy during the course of a term of office, a temporary director can be named by the board of directors.  In this case, he/she completes the term of the director he/she is replacing.

Article 8

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 the 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.

Directors exercise their mandate 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 directors 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.

In case that the meeting of the Board of Directors cannot be validly constituted, a second meeting may be validly held after a period of two weeks, regardless of the attendance quorum.

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.  A 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 filled in a register that is kept at the head office of the Foundation.

The working language is English.

Article 9 Liability

The private Foundation is responsible for any failures that can be attributed to its employees or to the bodies through which it operates. The directors and people responsible for day-to-day management do not in this capacity have any personal commitment with respect to the commitments of the private Foundation. They are only responsible for the accomplishment of the tasks entrusted to them and for any failures committed in their management.

Article 10: Powers and judicial and extrajudicial representation.

a) in general

The board of directors is authorized to carry out, within the limits of the law, the purpose of the Foundation and the statutes, all the steps necessary or useful for the achievement of the goals of the private Foundation. 

The board also has decision-making power on behalf of the private Foundation regarding the establishment, participation, membership, decision to become a member and/or collaborate with, similar non-profit Foundations, organizations, institutions or associations.

The directors may agree to share management tasks among themselves. This distribution cannot be passed on to third parties, even if it is published.

b) Day-to-day management

The board of directors may entrust one or more persons, members of the board, with the day-to-day management of the private Foundation; they operate either separately, together or collegially as determined by the Board of Directors. If necessary, the Board of Directors limits their powers of representation. Such restrictions cannot be enforced against third parties, even if they have been published. The person to whom this competence has been entrusted will bear the title of “Managing Director”. The Board of Directors sets the salary, if applicable.

c) delegation of competence

The board of directors, in the same way as those to whom the day-to-day management is entrusted, can also choose to delegate to one or more persons, specific and defined powers. The Foundation is bound by the decisions of those mandated representatives within the limits of the mandate entrusted to them, without prejudice to their liability in the event of abuse of the delegation of power.

Article 11: External representation

The Board of Directors represents, collegially, the private Foundation in all legal or other proceedings. Without prejudice to the general power of representation of the board of directors collegially, the private Foundation is validly represented in law and with regard to third parties, including a public official, either by two directors acting together, or by a Managing Director, appointed by the Board of Directors, acting alone. In the context of day-to-day management, the private Foundation is also validly represented by a person mandated for this management. They not require any proof of a prior decision by the board of directors. In addition, the private Foundation is effectively represented by particular officers within the limits of their mandate.

Article 12: Conflict of interest

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/she 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 more Trustees, they must be informed of this occurrence.

Article 13

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 at least two thirds of the members present.

Any such change can only be adopted if at least 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 the “Code des sociétés et des associations”, the net assets of the private Foundation will be put towards an independent purpose related to the purpose of the Foundation. 

Article 14

Rules for internal procedures can be adopted by the Council of administration without detriment to the law and these statutes.

Article 15: Auditor(s) - Method of appointment

If the private Foundation is legally required to do so, the control relating to the financial situation of the private Foundation, the annual accounts and the regularity of the activities with regard to the « Code des sociétés et des associations » and the statutes, and which must be included in the annual accounts, is entrusted to one or more auditors. They are appointed by the board of directors from among the members, natural persons or legal persons, of the ”Institut des Réviseurs d'Entreprises”. Auditors are appointed for a renewable three-year term. Under pain of compensation, they may, during their mission, be dismissed by the Board of Directors only for legal reasons.

Article 16

The accounting period of the Foundation runs from 1st January to 31st December inclusive in each year. 

Each year and at the latest within six months after the closing date of the financial year, the administrative body draws up the annual accounts for the past financial year, in accordance with the legal provisions, as well as the budget of the Foundation’s next social exercise. The accounts are kept in accordance with the relevant legal provisions.

DISSOLUTION - LIQUIDATION

Article 17: In general

The court of the jurisdiction in which the private Foundation is located may, at the request of persons indicated in the “Code des sociétés et des associations”, pronounce the dissolution of the private Foundation in the cases determined by the “Code des sociétés et des associations”. The court which pronounces the dissolution may decide either the immediate closure and liquidation, or determine the mode of liquidation and, if necessary, appoint one or more liquidators.

Article 18: Distribution

In the event of dissolution, the property or the positive balance of funds of the private Foundation will be allocated to a national or foreign non-profit Foundation, institution or association with a similar purpose, which aims solely at the common good.

MISCELLANEOUS PROVISIONS

Article 19: Election of domicile

Directors, auditors and liquidators domiciled abroad are considered, during their term of office, to have elected domicile at the registered office of the Foundation where all legal documents will be validly sent to them.

Directors, auditors and liquidators may elect domicile at the place where they exercise a professional activity in Belgium. This choice of domicile is enforceable against third parties subject to publication in the Annexes to the “Moniteur Belge”.

Article 20

Everything not considered by the present statutes will be held as conforming to the dispositions of the “Code des sociétés et des associations”.