Table of Contents
Section I - The Association
Denomination, headquarters, geographical coverage
Article 1
The association, which is a non profit-making organisation, and is hereafter
referred to as "the Association", will be called the Informatic Services
Association, or INSEA in its abbreviated form.
Its headquarters are located within the city of Brussels and its activities
cover the whole of the kingdom of Belgium.
Objectives
Article 2
The objectives of the Association are as follows:
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To bring together the largest and most representative companies in Belgium
whose primary business is:
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the sale of I.T. services. These can be provided by, for example, companies
specializing in office supplies, consulting agencies, recruitment agencies
specialized in contracts of unlimited duration, added value network companies,
and any company that is a significant player in the computer software sector
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the provision of added value services with regard to the distribution of I.T
materials and system software packages
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To develop among its affiliates a spirit of collegiality by establishing a
common code of ethics and by encouraging respect of the code by its members.
This will help maintain the good reputation of the profession. To take, whether
collectively or via a process of delegation, any actions or measures that might
prove helpful to the professional interests of its members and to its overall
organization. Also, to develop, on behalf of its members, initiatives and/or
provide useful services that meet a generally recognized demand.
Organisation
Article 3
The association is responsible for drawing up its constitution, which it will
put together in a series of regulations that refer to the points dealt with in
the said statutes.
The Management Committee is responsible for putting together these internal
regulations which, before becoming applicable, must be approved at a General
Assembly. The same procedure will be followed for any modification that might
need to be applied.
Duration
Article 4
The association has been created for an unlimited period of time.
Section II - The Membership
Composition
Article 5
The association is made up exclusively of full and associated members
(generally speaking legal entities) that do business in one of the areas
specified under Article 2.1 There is no limit on the number of members, but
there must be a minimum number of six.
Admission: conditions, formalities, commitments
Article 6.1 Full Members
Admission, formalities, commitments
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to acquire full membership candidates must fulfill the following conditions:
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They must have a legal status and must be able to prove that they have been
actively and permanently operational in one or more of the fields stipulated in
Art. 2, 1a and b either as:
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a bona fide company
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or as a division or department of a major corporation doing business in other
fields
Furthermore, the member must:
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provide an added value benefit equivalent to a minimum of 40% of turnover
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employ a minimum of 10 people with a university degree or a diploma of further
education or an A1 level diploma
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respect the laws of free competition
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be involved in a profit-making business
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pledge not to approach the end-user if the latter operates as a middleman. The
term "end-user" is taken to mean companies or institutions that neither resell
nor market the products or services that result from their having done business
with SSI companies. On the contrary, they use them for their own purposes. Any
framework contracts drawn up must first be submitted for approval to INSEA.
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pledge to respect good commercial practices by, more specifically:
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not offering products and/or services at abnormally low prices
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not assigning jobs to personnel that is not qualified to carry them out (and
instead by assigning them to jobs within their department
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Submit a written request for admission to the President of the Board of
Directors. The request must be signed by the candidate for admission and
seconded by two members, of whom at least one must be a member of the Board of
Directors.
The submission of a written request implies the full and unconditional adherence
to the said statutes and to the resulting regulations.
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Agree to pay an admission fee (see Art. 9a.)
Agree to contribute to the achievement of the objectives of the Association and,
consequently, respect any contractual agreements made in relation to active
participation in campaigns, studies, polls and the publication of materials, as
proposed by the Association.
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The Board of Directors rules on all admission requests. Requests are only
accepted if two third of the votes of those present - or represented by a third
party - vote in favour of admission. No reason need be given in the event of an
admission being refused.
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Full members agree to:
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pay an annual subscription fee in the month immediately following that in which
the General Assembly took place. The fee rate is fixed by the General Assembly
(see also Art. 9 par 2)
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take part in the General Assembly unless exceptional circumstances prevent them
from doing so
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The commitments which members must respect as a result of their affiliation to
the Association must not, under any circumstances, be incompatible with their
right to independence and to the freedom to carry out their own policies and
activities.
6.2. Associate members
Admission: conditions, formalities, commitments
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To obtain associate membership, the following conditions must be met:
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The same conditions as those which full members must meet, see Art. 6.1.a.1.,
with the exception of the following:
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proof of having been actively and permanently operational for at least two
years must be provided
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they must employ a minimum of 10 employees with a university degree or diploma
of further education or an A1 level diploma.
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Requests for admission must fulfill the same criteria as those mentioned in
Art. 6.1.a.2.
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The same commitments must be met as those mentioned in Art. 6.1.a.3
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When ruling on requests for admission, the Board of Directors follows the same
procedure as mentioned in Art. 6.1.b.
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Associate members commit themselves to respect the same obligations as those
mentioned in Articles 6.1.c.1 and 6.1.c.2.
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The commitments that members must respect as a result of their affiliation to
the Association must not, in any way, be incompatible with their right to
independence and to the freedom to carry out their own policies and activities.
Resignation
Article 7
Any member is free to leave the association at any moment by tendering his
resignation to the President of the Board of Directors, which must acknowledge
receipt of its offer of resignation within a month.
Any member who, without sufficient reason, does not pay its subscription fee
within a deadline of 90 days will be considered as having tendered his
resignation.
If a member goes bankrupt, has a criminal conviction or is currently banned from
doing something, it will be considered as having tendered its resignation.
Expulsion
Article 8
The expulsion of a member can only be decided at a General Assembly and only if
a two thirds majority of the members present, or represented by a third party,
vote in favour of expulsion.
Members under threat of expulsion will receive an invitation, by registered
post, to attend a General Assembly and explain themselves.
The said General Assembly will pass judgement, even if the interested party has
not replied to the invitation to attend.
Article 9
Entrance fees, subscriptions, calls for capital:
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Entrance fees and subscription rates are fixed annually (following a proposal
submitted by the Board of Directors) by the General Assembly, which also
approves the general budget.
The subscription rate is calculated according to the number of people on the
member company's pay role on 1st of January of the current year.
The subscription amount due is calculated prorata temporis of the number of
months that remain in the current financial year (including the month of
admission).
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The amount of a call for capital will be decided upon (based on a proposal
submitted by the Board of Directors) by an Extraordinary General Assembly,
which also approves the extraordinary budget.
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The entrance fees, subscription fees or calls for capital must be paid within a
month of the month in which the General Assembly or Extraordinary General
Assembly is held. The latter will decide on the amount to be paid.
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No-one can be made to pay more than the amounts mentioned in points a). and b).
of Article 9.
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Members who have resigned or been expelled, including their legal heirs or the
legal representatives of a deceased member, cannot claim entitlement to the
full or partial reimbursement of any subscription fees, entrance fees or calls
for capital that have been paid. Nor do they have any right to claim from the
social fund.
Section III - General Assembly, Sessions, Administration
Composition
Article 10
The General Assembly is composed exclusively of full members of the
Association. Each full member has the right to one vote.
Associate members are allowed to take part in a General Assembly as observers,
but they do not have the right to vote and they cannot apply to take up any
position within the Association. One full member can represent other full
members at a General Assembly.
However, no member can be a proxy for more than two other members.
Article 11
A General Assembly of all full members takes place every year, on any working
day in March.
The following points must be present on the agenda:
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the reading and approval of the minutes of the previous General Assembly
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a report by the Board of Directors and the Permanent Secretariat. This report
will include a critical evaluation of previous activities and will be submitted
for the approval of the General Assembly. The latter will judge whether there
is any objective, desire or need to launch new initiatives during the current
year, or to continue or discontinue ongoing activities from the previous year.
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approval of the accounts of the previous financial year
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a vote on the budget and on subscriptions for the year commencing
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the statutory re-election of the Board of Directors, if required
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the appointment of two financial experts to check the accounts of the next
financial year.
Moreover, a General Assembly is called whenever the President of the Board of
Directors deems it necessary. A General Assembly can also be called when a
written justified request has been sent to the President, together with an
indication of the agenda, and has been signed by at least one fifth of all full
members or by at least three members of the Board.
Finally, the Board of Directors can, in accordance with the Internal Regulations
of the Association, call upon members to participate in discussions which
neither resemble those of a Statutory General Assembly nor have the authority
of a General Assembly as laid down by law or by the said statutes.
Invitations to attend a general assembly
Article 12
Invitations to attend a General Assembly are made via circular letters sent
out, on behalf the Board of Directors, by the President or the person who is
assigned to carry out his duties on his behalf.
These circular letters contain the agenda and must be sent out at least eight
days in advance, except in the event of what the Board of Directors decides is
an emergency.
All working documents relating to the content of the agenda will, upon the
request of a member, be distributed at least two days before the General
Assembly.
Authority
Article 13
The General Assembly has complete authority with regard to the administration
of the Association, within the scope of the said statutes and the law.
It can rule on points on the agenda as outlined on the invitation to attend. It
can also rule on additional points that have been added to the agenda,
providing that they have received the unanimous approval of the full members
present or their delegated representatives.
However, if changes are to be made to the said statutes, or if the Association
is to be dissolved, the special conditions determined by Article 15 must be
satisfied.
Article 14
The General Assembly is presided over by the President of the Board of
Directors or, in his/her absence, by a Vice President or other member of the
Board of Directors.
The latter is required to designate a Secretary, in the event of the Permanent
Secretary's absence, and choose from the Assembly two members to act as
scrutinizers.
The members of the Board of Directors in attendance make up the "Assembly
Secretariat."
Generally speaking, and unless otherwise stipulated by the said statutes, the
Assembly is considered valid however many full members are in attendance, and
decisions are taken on a simple majority of full members present.
Decisions taken by the General Assembly are confirmed in the minutes. The latter
are taken down in writing by a secretary and signed by the President of the
Assembly, the Secretary of the Association and the members of the Assembly who
requested them.
Copies or extracts that may be required in the event of legal proceedings or for
any other reason will be signed by the President or by two thirds of the Board
of Directors.
A circular letter will inform members of the General Assembly's rulings.
Article 15
Only the General Assembly has the authority to change the statutes.
It can only validly rule on modifications to the statutes if their purpose has
been specifically underlined in the invitation to attend and only if the
Assembly includes two thirds of all full members or their delegated
representatives.
A modification can only be made if a two-thirds majority of the votes present or
represented by a third party is secured.
However, if the modification relates to one of the objectives for which the
Association was founded, it will only be considered valid if it is voted in by
four fifths of the full members present or their delegated representatives
present at the Assembly.
Article 16
The Association is managed by a Board of Directors composed of a minimum of
FIVE and a maximum of EIGHT members, who have been elected by the General
Assembly.
Immediately upon its election by the General Assembly, the Board elects its
Secretariat, which is made up of:
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a President
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two Vice Presidents
Specific responsibilities, such as "public relations" " relations with public
services" etc., are defined by the Board of Directors and are assigned either
to members of the Management Committee or to external experts who represent a
member of the General Assembly or who are employees of one of the members.
Also included in the Secretariat, but without voting rights, are the following
people:
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the Managing Director
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the Treasurer
Members of the Board of Directors are elected for a period of two years and
their mandate can be extended each year by a further period of one year.
The mandate of members of the Board of Directors is terminated in the event of
death, resignation or dismissal.
Any member of the Board of Directors who no longer represents effectively the
company they were working for when they were nominated, or any member who
represents a company that is no longer a member of the Association, will be
considered as having tendered his/her resignation. In both cases, the Board of
Directors' ruling is final and irrevocable. The Board of Directors has the
right to replace, with a temporary member, any Board member whose mandate is
terminated due to death, resignation or any other cause. In this event, the
General Assembly will elect a permanent replacement during its next meeting.
The newly elected member will take over the remaining responsibilities of the
member of the Board whom he is replacing.
Article 17
The Board of Directors has absolute authority with regard to managing the
Association. During the statutory Annual General Assembly, the General Assembly
will approve the management of the Board of Directors. Everything that, as
defined by the statutes, is not the specific responsibility of the General
Assembly is the responsibility of the Board of Directors. The Association is
represented by the joint collaboration of the Management Committee and the
Managing Director. As far as the daily managing of the Association is
concerned, the Managing Director alone is responsible. According to the powers
granted him/her by the Board of Directors, a delegated representative can
validly represent the Association.
Section IV - Budget and Accounts
Article 18
The financial year runs from 1
st January to 31
st December
of each year.
On 31st December of each year, the accounts are closed and the Board
of Directors, represented by the Treasurer, finalizes the financial statement
for the previous year and the budget for the financial year to come.
Experts designated by the Board of Directors will then check the accounts.
These documents are, without changes being made, submitted to the membership and
to the Association's Secretariat fifteen days before the General Assembly.
The approval of the accounts by the General Assembly means that the Board of
Directors is no longer required to carry out that duty.
Article 19
The Association can be dissolved at any moment following a decision taken by
the General Assembly. The latter must rule on the issue in accordance with the
conditions required for the modification of the statutes.
In the event of voluntary dissolution, the General Assembly will designate one
or more liquidators and will define the scope of their powers.
Article 20
The relevant courts of law in Brussels have sole power of jurisdiction in the
event of litigation.
Modifications
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adopted by the General Assembly that established the Constitution on 8th June
1972
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modified by the General Assembly of 1st March 1988
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modified by the General Assembly of 7th March 1989
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modified by the Extraordinary General Assembly of 15th December 1992
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modified by the General Assembly of 5th March 1996
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modified by the General Assembly of 2nd March 1999