How to smoothly change the statutes of an international association in five steps

By Marijke Roelants, Managing Partner BoldLAW, Lawyer at the Brussels Bar

Marijke Roelants, Managing Partner BoldLAW, Lawyer at the Brussels Bar

Changing the statutes is a challenge for many international associations. Nowadays, this is especially so for international associations established in Belgium because they have to align their statutes with the new Belgian Companies and Associations Code by the end of 2023.

If you break the revision process down into five steps, the task becomes less daunting. To illustrate, I will use as an example the international non-profit association established in Belgium, but international associations in other countries can use the same process.

When you get started, make a specific project of revising the statutes.  It is handy to form a task force composed of people with different backgrounds and skillsets to ensure a diverse view on future challenges of the association. Within this task force, appoint a team leader, whose job it is to keep track of the timeline and to motivate the troops when the energy for the project drops.

Step 1:  You have to test the waters to see how much the association is ready to change.  Some associations, frightened of re-opening delicate debates from the past, prefer to make only technical changes that are imposed by law. Others are in for a more elaborate exercise and wish to grasp the opportunity to make their association future proof by tackling future challenges.  It might be helpful to make a list of those things in the association that must be improved (‘need to have’) and a list of those things that can be improved (‘nice to have’).

Step 2: Once you know what the association wants to change, make an overview of the proposed revisions. In this overview, you can explain what is new compared to the former law and why the revision is important for the association.  After all, members will first have to understand the reasons for the revision before they will be prepared to approve it. When your overview is ready, call a meeting of the association’s Board of Directors to select the revisions that will be proposed to your members.

Step 3:  Based on this selection, start writing the revised statutes. Ask your legal counsel to provide the first draft. Then, have the draft reviewed by your task force and by your Board of Directors. Give their feedback to your legal counsel so they can produce the final draft.  If there are many members with voting rights, or you expect that certain revisions might be hard to swallow for some, you might take an additional preparatory step and send the draft also to members for review, so you can address any concerns they might have before formally submitting the statutes to them for approval. To inform the members in more detail about the revisions, it is helpful to attach the overview of proposed revisions which you have already drafted in step 2.  

Step 4:  Typically, the governance of an international association is in the hands of two bodies: the Board of Directors and the General Assembly, composed of the members.  Naturally, you need to have the two bodies on board for a successful revision of the statutes. When the Board of Directors approves the final draft, it can convene a General Assembly, which can approve the statutes by the majority determined in the statutes.   A tricky question, since possible extra costs are at stake, is whether a Belgian notary public needs to be involved. The answer is: not always but it should be checked.  Also bear in mind that one of the features attracting international associations to Belgium is that the association only obtains its legal personality after its statutes are sanctioned by Royal Decree. This gives the association prestige and credibility. That is why, for fundamental changes, a new Royal Decree might be necessary. However, do not let that scare you, because it is usually the notary public who takes care of that.

Step 5: Finally, don’t forget to publish the statutes in the annexes to the Belgian State Gazette.  This is the official publication which allows others to be informed about the governance of your international association.  Rules which you like to keep internally are best noted in internal rules, which can be issued by the Board of Directors or by the General Assembly, depending on the nature of the rule.

You will see that, if you take the above five steps, your revision process will run smoothly.  Good luck with changing the statutes!

BoldLAW is a Brussels-based law firm specialized in associations. Clients praise Marijke for her clear communication and analytical skills helping them to move forward quickly and constructively.