----------------------------------------------------------------------- Ada-Belgium vzw Université Libre de Bruxelles (ULB), Boulevard du Triomphe/Triomflaan, Campus de la Plaine, CP 212, B-1050 Brussels Entreprise number : 450.417.718 Preliminary remark: this English version of the statutes is for information of the members only. The Dutch text will be the legal basis for the organization. N E W S T A T U T E S The General Assembly of 20/06/2006, validly convened and having the necessary numbers concerning presence and majority, has in its meeting decided to modify and replace the integral statutes by the text below. TITLE I: NAME - HEADQUARTERS - PURPOSE - DURATION ARTICLE 1 The association carries the name: Ada-Belgium vzw ARTICLE 2 The headquarters of the association are located at the Université Libre de Bruxelles (ULB), Boulevard du Triomphe/Triomflaan, Campus de la Plaine, CP 212, B-1050 Brussels and comes under the judicial district of Brussels. It can be moved only by the General Assembly subject to observing the rules as required for a modification of the statutes and described in these statutes. ARTICLE 3 The association aims at creating a meeting place for persons and organisations interested in the programming language 'Ada', its applications as well as Ada-related technology such as software development methods and tools. In particular, the association has as its purpose: 1. To be a meeting place for researchers, users and suppliers of Ada-related technology in Belgium. 2. Distributing information concerning Ada on the national level. 3. To be a contact point between its members and the international community interested in Ada. 4. The promotion of research, education and use of the Ada technology as well associated software development methods and tools. 5. Representing the Belgian position on the establishment of the standards concerning Ada. 6. Organising study groups, presentations, meetings, seminars and congresses concerning Ada and its technology. It can also undertake all activities which can promote this purpose. In that sense it can also, though only in an incidental manner, do trade actions, only as far as the turnover of this is spent on the purpose for which it was founded. ARTICLE 4 The association is founded for an indefinite duration, yet however can be dissolved at any time. TITLE II: MEMBERS ARTICLE 5 The number of members is indefinite, but must at least amount to three. The founders are the first effective members. The association can have effective and adjoined members. Full membership, including voting right at the General Assembly, exclusively belongs to the effective members. Effective members are those whose name is mentioned in the member register which is kept at the headquarters of the association and of which a copy, in pursuance of art. 26, novies, §1, 3° of the current legislation is deposited on the graft of the court of commerce. Upon modifications in the composition of the association a copy of the member register must be deposited within a month counting from the anniversary of the deposit of the statutes. The legal provisions are only applicable to the effective members. Adjoined members are only member to enjoy the activities of the vzw. They have no voting right at the General Assembly. The rights and obligations of the adjoined members are registered in a domestic regulation. ARTICLE 6 Every natural person or legal person who is accepted by the Board as such, can join the association as member. The request for admission of a candidate member must be submitted in writing to the President of the Board. The term 'member' in these statutes explicitly refers to the effective members. ARTICLE 7 The Board can, under the conditions it stipulates, also allow other persons to the association as honorary members, protecting members, supporting or advising members. These are considered as adjoined members. Their rights and duties are mentioned in the domestic regulation. ARTICLE 8 The maximum member contribution amounts to 500 EUR. A member who doesn't pay his contribution is considered to be resigning. The member contributions for the effective and adjoined members are stipulated in the domestic regulation. ARTICLE 9 Each member can at any time leave the association. The resignation must be notified by registered letter to the Board. ARTICLE 10 Resigning or expelled members and their legal successors share none in the capacity of the association, and therefore also can never request refund or compensation for paid contributions or deposits. TITLE III: THE BOARD ARTICLE 11 The association is controlled by a Board of at least three members who all are member of the association. If the General Assembly counts only three members, the Board exists of only two persons. In any case the number of directors must always be lower than the number of members of the General Assembly. ARTICLE 12: Duration of the mandate of the directors The directors are appointed for a period of two years, yet are re-eligible. Directors appointed ad interim are only elected for the rest of the duration of the mandate. ARTICLE 13: Method of appointment and remuneration of the directors The directors are appointed by the General Assembly with an ordinary majority irrespective of the number of members present and/or represented. The directors exercise their mandate free of charge. The certificates concerning the appointment of the directors must be deposited at the graft of the court of commerce and must within thirty days after the deposition (by extract) be announced in the appendices of the Belgian Bulletin of Acts, Orders and Decrees (Belgisch Staatsblad). ARTICLE 14: Office suspension and resignation of the directors The mandate of the directors finishes by resignation by the General Assembly, by voluntary resignation, by the expiration of the mandate (when appropriate), by death or in case of legal inaptitude. The resignation by the General Assembly is decided by ordinary majority of the number of members present and/or represented. It must however be mentioned explicitly on the agenda of the General Assembly. A director who takes voluntary resignation, must announce this in writing to the Board. This resignation enters immediately unless if by this resignation the minimum number of directors decreases under the statutory minimum. In this case, the Board must provide as soon as possible in its replacement or, if not possible, has to convene the General Assembly within two months, who must provide for the replacement of the concerned director and inform him in writing. The certificates concerning the end of office and the appointment of the directors must be deposited at the graft of the court of commerce and must within thirty days after the deposition (by extract) be announced in the appendices of the Belgian Bulletin of Acts, Orders and Decrees ("Belgisch Staatsblad"). ARTICLE 15: Competences of the directors. The Board leads the affairs of the association and represents it in legal and other matters. He is competent for all matters, with exception of those explicitly reserved by law to the General Assembly. He acts as plaintiff and defendant, in all lawsuits and decides concerning the use of legal remedies. The Board appoints and dismisses the members of the staff and stipulates their remuneration. The Board can only validly rule if the majority of the directors is present. The decisions are taken by ordinary majority of votes. In case of equality the vote of the President or the vote of his replacement is decisive. ARTICLE 16 The Board is convened by the President or by two directors. The meetings of the Board are chaired by the President. If he is prevented or absent, the meeting is chaired by the senior of the present directors. ARTICLE 17 Minutes are made of each meeting, which are signed by the President and the secretary and booked in a register that is kept for this purpose. The extracts which must be deposited and all other certificates are validly signed by the President and the secretary. In default of these directors two other directors can sign these documents validly. ARTICLE 18 The Board issues all domestic regulations which it considers necessary and judges useful. The Board can, if it judges it necessary, appoint a managing director or director, who is charged with the daily management. He looks after current matters and the daily correspondence and signs validly on behalf of the association at the "Bestuur der Postchecks", the public and private bank institutions and all other institutions. ARTICLE 19 Directors who act on behalf of the association, must not show any decision or authorisation with respect to third parties. ARTICLE 20: Persons authorised to represent the association, in accordance with art. 13, 4th paragraph, W.VZW The Board can transfer on its responsibility its powers for certain actions and tasks to one of the directors or, subject to approval with an ordinary majority by the General Assembly, to another person, who is or isn't a member of the association. Among its directors, the Board elects a President, a secretary, a treasurer and each function which is necessary for the good functioning of the association. Their appointment happens by the Board by ordinary majority, which validly decides about this if the majority of the directors is present. The end of office of these authorised persons can occur a) on a voluntary basis by the representative himself by submitting a written resignation to the Board; b) by resignation by the Board with ordinary majority which validly decides about this if the majority of the directors is present. This decision by the Board must be notified however within seven calendar days by registered letter to the person concerned. The certificates concerning the end of office and the appointment of the persons authorised to represent the association, must be deposited at the graft of the court of commerce and must within thirty days after the deposition (by extract) be announced in the appendices of the Belgian Bulletin of Acts, Orders and Decrees ("Belgisch Staatsblad"). The persons authorised to represent the association exercise their powers separately or jointly. ARTICLE 21: Persons charged with the daily management of the association, in accordance with art. 13bis, 1st paragraph, W.VZW The Board can appoint a daily governing board. Their appointment happens by the Board by ordinary majority, which validly decides about this if the majority of the directors is present. The end of office of members of the daily governing board can occur a) on a voluntary basis by the member of the daily governing board himself by submitting a written resignation to the Board; b) by resignation by the Board with ordinary majority which validly decides about this if the majority of the directors is present. This decision by the Board must be notified however within seven calendar days by registered letter to the person concerned. The certificates concerning the end of office and the appointment of the persons of the daily governing board must be deposited at the graft of the court of commerce and must within thirty days after the deposition by extract be announced in the appendices of the Belgian Bulletin of Acts, Orders and Decrees ("Belgisch Staatsblad"). The decisions taken by the daily governing board, which meets as a college, are always taken in collegial consultation. TITLE IV: GENERAL ASSEMBLY ARTICLE 22 The General Assembly is composed of all effective members, and is chaired by the President of the Board, or by the senior of the present directors. A member can let himself be represented by a another member at the General Assembly. A member can however only represent one other member. Each member has only one vote at the General Assembly. ARTICLE 23 The General Assembly is competent exclusively for: - modifying the statutes, - the appointment and the resignation of the directors, - the appointment and the resignation of the commissioners and stipulating their remuneration in case a remuneration is granted, - the discharge to the directors and the commissioners, - the approval of the budget and of the accounts, - the voluntary dissolution of the association, - the exclusion of a member of the association, - the conversion of the association in a company with a social purpose, - all cases required by these statutes. ARTICLE 24 The General Assembly is validly convened by the Board or by the President each time the purpose of the association requires this. It must be convened at least once per year for approving the accounts of the last year and for the budget of the coming year. ARTICLE 25 The General Assembly is held within six months after the end of the financial year. ARTICLE 26 Moreover, the Board is obliged to convene the General Assembly when 1/5 of the effective members address a request to this end to the Board and this by registered letter in which the to be treated items on the agenda have been mentioned. In this case the Board is obliged to convene the General Assembly within 30 working days with indication on the agenda of the requested agenda items. ARTICLE 27 The convocations to the General Assembly must in order to be valid, be signed by the President, or two directors. All effective members must be summoned by ordinary letter or by registered letter at least eight working days before the meeting. ARTICLE 28 The convocation letter, which mentions place, day and hour of the meeting, contains the agenda, which is fixed by the Board. Each subject which is proposed in writing by 1/20 of the effective members, must also be mentioned on the agenda. This subject must of course have been signed by 1/20 of the members and handed over at least two working days before the meeting to the President of the Board. On subjects which are not on the agenda can under no circumstances be voted. The subjects on the agenda which require no vote (that are only offered for discussion) can be presented by every member in writing before the beginning of the meeting. The General Assembly can however adjourn the treatment of each subject that was not already presented at least two times for discussion before the date of the General Assembly. ARTICLE 29 In normal cases the decisions are taken by ordinary majority of the present and represented votes. In case of equality the vote of the President decides or of he who chairs the meeting at that time. ARTICLE 30: Modification of statutes Amending the statutes is only possible if that modification has been mentioned in full details on the agenda and if 2/3 of the effective members is present or represented. If this number is not reached then a second meeting can be convened, as is stipulated by these statutes, and where this meeting might take a valid decision, irrespective of the number of people present. This second meeting cannot be held within 15 calendar days following the first meeting. Moreover for each statute modification a majority of 2/3 of the present or represented votes is required, also at the second General Assembly. Amending the purpose of the association is possible only with a majority of 4/5 of the votes. Of every statute modification the modifications and the complete coordinated statutes after this modification will be deposited at the graft of the court of commerce. Within 30 days after the deposition the modification (by extract) must be announced in the appendices at the Belgian Bulletin of Acts, Orders and Decrees ("Belgisch Staatsblad"). ARTICLE 31 For voluntary dissolution of the association the same rules are required as those described for modifying the purpose of the association. ARTICLE 32 A majority of 2/3 of the votes is required for excluding a member. For exclusion of a member this point must also be mentioned on the agenda and the member must be invited to be able to foresee in his defence. ARTICLE 33 Minutes are made of each meeting, which are signed by the President and the secretary and included in a register that is kept for this purpose. This register can be consulted at the headquarters of the association by members and interested third parties. Extracts of it are validly signed by the President and the secretary, or by two directors, or in their absence by two members of the General Assembly. TITLE V: ACCOUNTS AND BUDGETS ARTICLE 34 The financial year of the association runs from January 1st up to December 31st. The Board concludes the accounts over the past financial year and prepares the budget of the coming financial year. Both are presented for approval to the General Assembly which is held within six months after the end of the financial year. TITLE VI: DISSOLUTION AND SETTLEMENT ARTICLE 35 Except for cases of judicial dissolution and dissolution by law only the General Assembly can decide for dissolution if 2/3 of the members are present or represented at the General Assembly and moreover a 4/5 majority agrees to dissolve the association voluntarily. The proposal to voluntary dissolution of the association must be mentioned explicitly on the agenda of the General Assembly. If not 2/3 of the members are present or represented at this General Assembly, then a second General Assembly must be convened which confers validly irrespective of the number of members present or represented but subject to finding a 4/5 majority agreement to dissolve the association voluntarily. In case of voluntary dissolution the General Assembly appoints, or failing that, the court, one or more liquidators. It stipulates also their competence as well as the settlement conditions. The assets, after auditing of the passiva, will be transferred to an association with a non-profit aim, of which the purpose approaches this of the dissolved association the closest. For dissolution the dissolution decision, the appointment and the resignation of the liquidators are laid down on the graft of the court of commerce. Within 30 days after the deposition this dissolution decision, the appointment and the resignation of the liquidators must by extract be announced in the appendices at the Belgian Bulletin of Acts, Orders and Decrees ("Belgisch Staatsblad"). ARTICLE 36 For everything not been provided for in these statutes or not regulated, the law of 27 June 1921 as amended by the law of 2 May 2002 remains appropriate. Thus made up and adopted at the General Assembly of 20/06/2006. At Brussels, Craeynest Dirk Devillers Raymond President Secretary -----------------------------------------------------------------------