Bjcem Statute

TRANSLATION FROM THE ORIGINAL FRENCH TEXT STATUTE OF THE INTERNATIONAL ASSOCIATION FOR THE BIENNIAL OF YOUNG ARTISTS FROM EUROPE AND THE MEDITERRANEAN BJCEM ASSOCIATION INTERNATIONALE POUR LA BIENNALE DES JEUNES CREATEURS DE L'EUROPE ET DE LA MEDITERRANEE – BJCEM Premise The Biennial of young artists from Europe and the Mediterranean is a permanent and multidisciplinary venture addressed to young artists from European countries and the Mediterranean basin. Both public and private bodies take part in the organization.

During its existence, that is more than ten years (first edition: Barcelona 1985), BJCEM has enhanced peaceful exchanges among the Mediterranean countries, and has always seen the civil cohabitation of different peoples and cultures as a fundamental value.

BJCEM invites all Mediterranean cultures to opening and international exchange; in this sphere, the association works with the aim of promoting the development of peaceful relationships and cooperation among the Mediterranean countries and the members of the European Union, believing that these relationships represent a priority strategic interest.

The specific aim of BJCEM is the promotion of young artists: it tries to enliven their cultural and expressive production, and to facilitate their access to the international market circuit through the creation of spaces for meeting, exchanging, reflecting and educating about the contemporary art reality.

TITLE I – GENERAL PROVISIONS Article 1 – Name An international association with cultural and artistic purpose is founded, named «Association Internationale pour la Biennale des Jeunes Créateurs de l’Europe et de la Méditerranée» (International Association for the Biennial of Young Artists from Europe and the Mediterranean), shortened « BJCEM », ruled by the dispositions of Title III of the Belgian law of June 27, 1921 concerning the non-profit associations, the international non-profit associations and the foundations (Articles 46 to 57).

Article 2 – Object of the association The Association does not pursue any profit aim, it is not either confessional or political, and works for the promotion of the organisation of the BJCEM in order to: − support and develop a cultural dynamics to be common to the European and Mediterranean countries; − encourage the cultural production of the youth at an international level, reinforcing then the innovative and creative characteristic of their proposals; − support the entrance of young artists into the national and international professional circuits; − support the exchange of information, the meetings, the education and the documentation about the young artists and their activities; − develop a net of exchanges among the young artists and promote their production;

− promote the best possible participation at the activities of BJCEM Association from local and national communities.

For what concerns its social object, the Association will then be able to perform all the activities consistent with its aims, and to undertake all legal transactions and necessary negotiations Article 3 – Corporate assets The Association, in order to reach its goals, disposes of the annual membership fees paid by the members; these shall be paid to the Association within 180 days starting from the date of the definitive approval of the deliberation establishing the amount and the periodicity of every budgetary year, as specified in the second paragraph of Article 18.

The fees are due for the whole current calendar year, whatever is the date of admission in the Association. If a member withdraws or ceases his membership, he is still considered debtor of the entire membership fee for the current year.

The Association can request both public and private funds.

Texts, magazines, photo and audio/video material, software, artworks of any nature, all goods concerning the association, all television and broadcasting rights, the mark, the name of the Association and all rights of intellectual property are part and parcel of the corporate assets of the Association. Also the real estate acquired by the Association for its own needs are to be considered part of the corporate assets.

Article 4 – Head office The head office of the association is located in 1190 Brussels: centre Dansaert, 7 rue D’Alost, B-1000, Bruxelles. It can be moved in another place in Belgium, following a simple deliberation of the General Assembly, without any modification in the statute to be published in the “Annexes du Moniteur belge” and to be communicated to the Service public fédéral Justice within a month from the deliberation.

The General Assembly has the power to create branch and representative offices in all the countries where this is considered necessary. The Association provides herself with an executive office inside one of the member countries, with the aim to keep the indispensable continuity in the administration and management of the BJCEM. Article 5 – Bodies of the Association The Bjcem Association consists of the following bodies: − − − − − −

the General Assembly; the President; the National Committees; the Board of Directors; the Treasurer; the Secretary General.

TITLE II – THE MEMBERS Article 6 – Membership categories and achievement of the membership

The membership can only be achieved by public or private bodies of European and Mediterranean countries, on condition that they pursue the objects defined in Article 2) and on condition that they are legally constituted in pursuance of the laws and usages of their respective countries.

The members composing the Association are, on the one hand the founder members, that is those who signed the company act of the Association and respected the terms of admittance defined in Article 26, and on the other hand the ordinary members, admitted on absolute majority deliberation of the General Assembly, on the basis of a written application.

Natural or moral persons are allowed to take part to the activities of the Association as observers, admitted on deliberation of the National Committees of their respective countries. These persons are considered observers until their eventual definitive admission stated by the General Assembly, as described in the fourth paragraph of this article, giving them the status of ordinary members. The observers are not allowed to vote during the Assembly, have no access to the corporate offices requiring the status of ordinary member, and are not bound to pay the annual membership fee for the period in which they have not yet obtained the status of ordinary members. The National Committees forward to the President the decision of admitting the observers. The president provides to their temporary registration in the yearbook of the members.

The admittance of new ordinary members represents the subject of an absolute majority deliberation of the General Assembly, on the basis of a written application. An eventual refusal of an admittance request shall be justified and cannot be brought up for discussion. In case of a favourable remission, the President of the Association provides to the registration of the new member in the yearbook, as stated in Article 8. The admittance in the Association involves the acceptance of this statue and of the principles defined, together with the obligations stated by the bodies of the associations concerning the members. In detail, the new members accept the principle stating that the country hosting the Biennial takes charge of all expenses concerning the accommodation of the artists and the care of their works.

A natural person, officially appointed to this office, represents each member. He can count on the assistance of a collaborator, but the only one having the right to vote is the first representative.

Article 7 – Withdrawal from the association and exclusion procedure All members have the right to withdraw at any moment from BJCEM Association, giving written notice of their decision to the President of the Association, which shall inform the General Assembly. In every case, and as described in the following paragraph, the member choosing to withdraw from the association, or excluded from it, shall not claim either the refund of what has eventually been donated to the Association (no matter what the circumstances of the donation are), or the sharing of the corporate assets.

Losing the status of member involves the loss of any right to vote and the automatic forfeiture of eventual collective responsibilities within the Association. This loss is recorded by the President, which shall care for the omission of the mentions regarding the resigning member form the yearbook of the Association.

The default of payment of the membership fees, except for exceptional and justified cases, leads to the immediate loss of the status of member.

The General Assembly, on proposal of the President or at least one third of the members, can decide the exclusion for serious reasons of one or more members form the BJCEM Association.

The exclusion proposal shall be well founded and communicated to the party concerned, together with the invitation to present eventual pleas during the two months following the date of receipt of the

communication. The question will be tabled on the agenda of the General Assembly. The decision of excluding a member, reasonably well founded, shall obtain at least two thirds of the votes of the Assembly. Following the exclusion, the President shall care for the cancellation of the name of the member excluded form the yearbook of the members.

Article 8 – Yearbook of the members The yearbook of the members is updated by the Secretary General, who is in charge of the enrolments and the cancellations, according to the instructions of the President of the Association.

The yearbook shall contain for every member the following indications: a) b) c) d)

general information about the member; general information about his representative; replacement of the representative; date of enrolment and actual payment of the annual membership fee.

The enrolment in the yearbook states that, until proof on the contrary, the person enrolled is recognized as a member. Under express request, the Secretary General shall provide a certificate stating the enrolment.

TITLE III – THE BODIES OF THE ASSOCIATION Chapter 1 – The General Assembly Article 9 – Composition and competences The General Assembly consists of all the members (both founder and ordinary members).

The President takes part to the works of the General Assembly.

The Secretary General takes part to the works of the General Assembly, but has not the right to vote.

The General Assembly has the power to promote, define, and control the activities of the National Committees and of the Board of Directors.

The General Assembly elects and removes the President of the Association on the basis of a wellfounded deliberation.

The General Assembly is competent for what concerns the admittance and the exclusion of the members of the Association, the approval of the annual activity programme proposed by the Board of Directors, the choice of the city seat for the organization of the biennial event and eventual reserve venues. The seat of the biennial event shall be chosen at least 30 months before the actual date of beginning, or, is some exceptional cases unanimously approved by the Board of Directors, after the above mentioned period.

The General Assembly approves the annual provisional budget and the final balance, and is competent for what regards the voluntary dissolution of the association and the modification of the statute, according to Articles 24 et 25.

The General Assembly fixes the amount of the membership fees. The fees are adjusted year by year according to the weighed average of variation of the retail price index.

Article 10 – Execution of the General Assembly The General Assembly is convened by the President or the Board of Directors by means of a written communication, sent by fax, by courier or by email, that members shall receive at least 45 days before the date established for the meeting. The communication shall indicate place and date of the meeting, as well as the point tabled in the agenda of the assembly.

The President shall convene the Assembly at least once a year, and every time that at least one third of the members make request; the Board of Directors, as described in the last paragraph of Article 18, can convene it as well.

The General Assembly can not effectively deliberate if at least one third of the members is present or represented by proxy. In case this quorum is not formed, the assembly is convened a second time, at least 15 days after the first meeting. This second assembly does not require any quorum.

The deliberations of the assembly are approved with the simple majority of the voting members, either directly or by proxy, unless the statute provides different majorities for some specific cases.

The General Assembly, in compliance with the rules and the principles of the statute, and in any case not expressly provided for, can adopt an internal set of rules in order to determinate the execution of its proceedings, the order and duration of the speeches of the members present and the procedures regarding the right to vote.

Article 11 – Organization of the right to vote All the members belonging to the General Assembly have the right to vote during the assembly itself; each member possesses only one vote.

Apart from the case specified in the following Article 12, each member can de represented by another member, upon previous presentation of a written proxy for voting. However, in addition to his own vote, each member can express only one proxy vote.

The decisions of the General Assembly are usually deliberated by open vote, unless at least one third of the present members ask to proceed by secret vote.

In case of equal number of votes, the vote of the President will prove determinant if the Assembly has proceeded by open vote, except for the provided derogations of the present statute. In case of secret vote, the assembly will proceed to a new vote instead. If the equality of votes repeats, the proposal is rejected.

The deliberations of the General Assembly are reported on a special register and shall be signed by the President, preceded by the mention “read and approved”. The register is kept in the head office of the Association and is at the members’ disposal.

Article 12 – Voting regulations The President of the Association is elected by the General Assembly by secret vote, among the candidates designated by the Board of Directors. At least two thirds of the members of the Association shall participate to the vote; the vote by proxy is not allowed. Each voting member can express only one preference.

The General Assembly proceeds to the election of the President each time it is necessary to renew the attribution of this office, because of either the natural end, resignation or annulment of the mandate.

After having verified the regular composition of the General Assembly, the President in office (or, in case of vacancy, the senior member of the Board of Directors) declares the opening of the elections.

The candidate obtaining the highest number of votes is elected. In case of equality, the assembly proceeds to a second vote.

After the closure of the election, the President in office proclaims the new elected President. The reports containing the result of the vote shall be recorded on the register, as provided for in the last paragraph of the previous article.

These instructions apply, mutatis mutandis, in all cases in which the General Assembly has to proceed by vote to the attribution of the offices.

Chapter II – The President of the Association Article 13 – Execution of the office The President of the Association is elected by the General Assembly, on proposal of the Board of Directors.

The representatives of the member organizing the biennial cannot enter upon the office of President of the Association. In case this situation occurs, it will result in the automatic withdrawal of the President from his office.

The President continues in office for two years, and for a maximum of two mandates in succession, or not consecutive (4 years), unless he is removed by the General Assembly.

The President has the organic representation of the Association and, under authorization of the General Assembly, takes legal proceedings on behalf of the Association.

In case of unavailability, the senior member of the General Assembly acts for the President in his office, unless the General Assembly decides otherwise.

Chapter III – The National Committees Article 14 – Composition and tasks Each National Committee is made up of members coming from the same country.

The National Committees aim at promoting and stimulating the activities of the Association in the countries they come from, in compliance with the basic dispositions defined by the General Assembly.

The major goal of each National Committee is to guarantee the right to participate to the selections of the biennial event to all the young artists of the respective country, by means of competitions open to everyone.

Article 15 – Statute of the National Committees The National Committees enjoy organisational and functional autonomy, in compliance with the fundamental principles of this statute.

The National Committees shall adopt their own statutes, in compliance with the present statute and following the respective approval of the General Assembly.

At the time of the adoption of the statute, each National Committee can make the necessary changes so as to make it conform to the law or to the general principles of the legal order.

This modifications, however, cannot concern either the rules defining the goals of the Association or the principle of democratic participation to the activities of the Association.

By virtue of this article the statutes adopted by the National Committees, and all their modifications, shall be immediately transmitted to the President of the Association, who will submit them to the General Assembly during the first useful meeting. The General Assembly has the power to oppose the statutory provisions considered as illegitimate and the National Committee is bound to respect the relevant General Assembly resolutions.

Chapter IV – The Board of Directors Article 16 – Composition The Board of Directors consists of the President of the Association, the Secretary General (who has no right to vote), the Treasurer and the representatives suggested by the National Committees and elected by the General Assembly.

The seats are assigned as follows: − three seats are assigned to each National Committee representing a country with at least 35 millions inhabitants and represented by at least 4 members in the General Assembly; − two seats are assigned to each National Committee representing a country with at least 35 millions inhabitants and represented by less than 4 members in the General Assembly, and to each National Committee representing a country with less than 35 millions inhabitants and represented by at least 4 members in the General Assembly, or by two members, one of which is a body of the National Government; − one seat is assigned to all National Committees not provided for in the previous categories.

The members of the Board of Directors are elected by the General Assembly, following the presentation of the National Committees. For this reason, the President of the Association, with advanced decision at least 60 days before the expiry date of the collective mandate, convenes the General Assembly, inviting the National Committees to designate their own candidates, in the terms specified in the same decision and, in any case, at least 15 days before the expiry date of the mandate.

The decision of the President to convene the General Assembly shall indicate the number of seats for which each National Committee, on the basis of the previous directions, can propose its candidatures.

The above-mentioned decision shall be immediately transmitted to the National Committees, which shall communicate immediately the coordinates of their candidates to the President.

The General Assembly proceeds to the election of the Board of Directors on the basis of the candidatures thus submitted.

The President communicates then to the General Assembly the composition of the Board of Directors.

The composition of the Board of Directors stays unchanged until the expiry of the mandate, as provided for in the first paragraph of Article 17; the variations concerning the parameters specified in the second paragraph of the present article will be taken into consideration for the following election.

Each National Committee is able to provide for the temporary replacement of the members of the Board of Directors renouncing for any reason to their office.

All the acts concerning the appointment, the annulment and the termination of the functions of the administrators and established in pursuance of the law, are communicated to the Service public federal Justice to be filed on the record, and are published in the Annexes du Moniteur belge at the expense of the Association.

Article 17 – Function The Board of Directors continues in its office for 3 years.

The President of the Association presides over the Board of Directors, which he can convene, in accordance with the Secretary General, by means of a written communication sent by fax, by courier or by email. All members of the Board of Directors shall receive the communication at least 45 days before the date established for the meeting. In case of great urgency, the communication can be sent 20 days before the date established for the meeting. The communication shall indicate place and date of the meeting, as well as the point tabled in the agenda of the assembly.

The Board of Directors gathers at least twice a year, and every time that at least one third of the members make request; it cannot effectively gather if at least half and one the members are present.

Decisions are taken with the absolute majority of the present members. Each members possesses only one vote. Each member can represent by proxy only another single member.

A representative of the member organising the biennial event, usually the responsible manager, is allowed to participate to the works of the Board of Directors; he has no right to vote, however.

The decisions of the Board of directors are usually deliberated by open vote and shall be reported on a special register and signed by the President of the Association and the Secretary General.

In case of equal number of votes, what defined in the fourth paragraph of Article 11 of the present statute is applied.

Article 18 – Competences The Board of Directors plans and manages the activities of the Association aiming at the common interest.

It is competent to establish the amount and the periodicity of membership fees, as approved by the General Assembly.

The Board examines the candidatures to choose the venue of the biennial event, on the basis of the needs expressed by the General Assembly, which is in charge of the final decision.

The board is responsible of the management of the corporate assets. The Board of Directors shall not dispose of any property part of the corporate assets, without the previous agreement of the General Assembly.

The Board of Directors, if considers it necessary, can convene an extraordinary meeting of the General Assembly, in compliance with what stated in the first paragraph of Article 10.

Article 19 – Approval of the budget The budgetary year starts on January 1st and ends on December 31st of each year.

In pursuance of Article 53 of the law, the Board of Directors defines the budget of the current budgetary year and the estimated budget for the following budgetary year and the annual accounts of the previous budgetary year, which will be submitted to the General Assembly for approval, during its next meeting.

The General Assembly, in case the approval of the budget is not considered right, shall indicate in the same deliberation the necessary corrections to be made: the approval of the budget will be then deferred to a further reunion of the General Assembly. The President must control that the Board of Directors follows the remarks of the General Assembly on the budget presented.

The accounts are passed to the Service Public Fédéral Justice, in pursuance of Article 51 of the law.

Chapter V – The Treasurer

Article 20 – Nomination and functions The Treasurer is appointed by the Board of Directors that chooses him among its own members. The function is incompatible with any other function in the Association and lasts three years; it can be renewed for only two mandates, both consecutives or not.

The Treasurer holds and keeps the liquid assets of the Association, and is personally responsible. He has to collect the membership fees, and to account for it to the Secretary General, who shall then register them in the yearbook of the members.

He can only make the expenses ordered by the President and authorized by the Board of Directors, or the ones not exceeding the amounts justified by the current administration. The Board of Directors establishes with a deliberation the basic criteria to define which are the expenses justified by the current administration.

In case he exceeds the limits set by the above-mentioned deliberation, the Treasurer is personally responsible for the financial commitments taken, unless subsequently ratified by the Board of Directors.

Article 21 – Receipts and payments accounts The Treasurer verifies the detailed accounts of the cash state, and attaches the necessary items to justify the expenses; everything is then submitted to the Board of Directors for approval.

Chapter VI – The Secretary General Article 22 – Nomination and functions The Secretary General is appointed by the Board of Directors.

His function is incompatible with all the others offices of the Association and lasts three years; it can be renewed for only two mandates, both consecutives or not.

The Secretary General has the power to execute the deliberations of the Board of Directors and the General Assembly; he is responsible, under the direction of the President of the Association, of the compilation of the yearbook of the members.

He is also responsible for the international relations of the Association, for the planning of institutional and financial partnerships and, in particular, for the research of economic resources useful for the realization of the Association goals.

He has the faculty of getting some collaborators to support him, among whom he can nominate an Assistant Secretary General, who assumes a supporting role connected with the execution of the functions of the Secretary General, within the limits set in the balance.

The Secretary General can be suspended from his office by means of a well-founded deliberation of the Board of Directors.

TITLE IV – THE BIENNIAL Article 23 – Organization of the event and related initiatives

The choice of the venue where the event will take place shall be done at least 30 months before the beginning of the event, or, under exceptional circumstances, after the above mentioned period, so as to allow an effective programming.

The candidatures of the members shall be proposed to the Board of Directors within the deadlines fixed by the Board itself; afterwards, the candidatures will be communicated to the General Assembly, during a meeting convened on this purpose. The Board of Directors examines the candidatures and makes sure of the realisation of the required conditions (among which taking charge of the expenses for the artists accommodation and the care of the artworks), before submitting them to the General Assembly.

At the moment of the deliberation concerning the choice of the venue of the Biennial, the General Assembly chooses one or more reserve places able to host the event in case of renunciation or impossibility for the chosen member to honour his commitments.

The Board of Directors shall guarantee the respect of the general choices of organization regarding the event.

For each edition, the technical and logistical organization of the Biennial is entrusted to the member whose candidature has been approved by the General Assembly; this member assumes the total responsibility, also to the financial level, for the engagement taken.

The events or initiatives connected with one edition of the Biennial can be realized by one or more members, subject to the approval of the Board of Directors.

TITLE V – FINAL INSTRUCTIONS Article 24 – Duration and dissolution of the Association Without prejudice to Articles 55 and 56 of the law, the Association is constituted with indeterminate duration, and has the power to dissolve itself if the General Assembly adopts a deliberation in this sense, in compliance with the quorum and majority conditions for the modifications to the statute, as established in Article 25.

The decision declaring the dissolution shall identify the association or body to which the whole corporate assets will be devolved. The beneficiary shall not be a member or former member of the BJCEM Association.

Article 25- Approval of the statutory modifications The National Committees, the Board of Directors and at least 1/5 of the members of the Association have the right to propose modifications to this statute.

The modification proposals concerning the statute shall be sent to the President at least 60 days before the date of their possible discussion. The President gives immediate communication to all the members of the Association, and convenes the General Assembly after having entered the modification proposals in the agenda of the meeting.

The modifications of the statute are deliberated by the General Assembly with the favourable vote of at least 2/3 of the members, at least half of the members shall be present or represented.

In case this quorum should not be reached, a second meeting of the General Assembly will be convened at least 45 days after the first one, on the basis of the same agenda. The General Assembly will be validly constituted, whatever is the number of present or represented members, and the modifications will be deliberated by the favourable vote of the absolute majority of the voters.

The modifications of the statute will become effective only after the approval of the competent authority, in pursuance of Article 50 § 3 of the law, and after publication in the Annexes du Moniteur belge, in pursuance of Article 51 § 3 of the above-mentioned law.

Article 26 – Founder members All the members of the BJCEM network appearing on the list attached are to be considered as founder members of the BJCEM Association, if they present their applications within the first six months from the date of constitution of the Association.

Article 27 – Languages All the languages of the countries represented are official languages of the Association.

Usually, during the reunions of the General Assembly and of the Board of Directors, and during all official meetings, the working languages are French, English and Arabic, unless the presents unanimously decide to use another language. On written request by a National Committee, during the General Assembly, the translation from the working language to the language of the requesting country will be ensured. These directions do not apply to the internal works of the National Committees.

The convocation notices, the deliberations, the reports, the yearbook of the members and, in general, all the acts coming from the bodies of the Association, apart from the National Committees, are written and approved in triple version: French, English and Arabic.

The convocation notices, the deliberations, the reports and, in general, all the acts coming from the National Committees are written and approved both in the language or languages of the concerned country and in French.

This stature is written in French, in its official version, but also in all the languages of the represented countries. In case of divergences among the various linguistic versions of the statute and other official acts, the French version prevails.

Article 28 – Competent court The court of Brussels is the one and only competent court for all controversy concerning the enforcement and/or execution of this statute.

Article 29 – Reference The Belgian law is to be applied in all those cases not expressly provided for in this statute.