General meeting of a not-for-profit association (ASBL)

The competences of the general assembly are those vested in it by the law and those expressly attributed to it by the articles of association.

The law confers on it the following competences:

  • the amendment of the articles of association;
  • the appointment and dismissal of directors and the determination of their remuneration in cases where remuneration is granted to them;
  • the appointment and dismissal of the auditor and the determination of his remuneration;
  • the discharge to be granted to the directors and the auditor and, if necessary, the institution of proceedings by the association against the directors and the auditors;
  • the approval of the annual accounts and the budget;
  • the dissolution of the association;
  • the exclusion of a member;
  • the transformation of the ASBL into an AISBL, into a cooperative company approved as a social enterprise and into an approved social enterprise cooperative company;
  • making or accepting the contribution of a universality free of charge;
  • all other cases where the law or the articles of association so require [1].

[1] Article 9:12, CSA

The following competences can be attributed to the General Meeting instead of the Board of Directors:

  • Admit new members
  • Establish that a member is deemed as resigning based on a statutory provision (e.g. the member has not paid the contribution)
  • Approve the association’s rules of procedure, if any
  • Start a liability lawsuit against a member or against a liquidator in case of voluntary dissolution
  • Implement a sanction against a member if that sanction is provided for in the statutes
  • Deciding on selling or acquiring property
  • Transferring the association’s address within the same region

The General Meeting is also competent to fix the yearly contribution that is payable by members. If this competence is not expressly reserved to the General Meeting, the Board of Directors is deemed competent. Nonetheless, the statutes must provide for a maximum amount, which should be high so as to avoid a modification of the statutes later on. It is possible to provide that no contribution is required.

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