Article 1: Name and form

The company takes the form of a not-for-profit association (association sans but lucratif / vereniging zonder winstoogmerk).

It is called "INTERNATIONAL SOCIETY OF INTRAOPERATIVE RADIATION THERAPY", in abbreviated form " ISIORT". The full and abbreviated names may be used together or separately.

Article 2. Head office

The registered office is located in the Brussels-Capital Region at, 30 square Coghen, 1180 Uccle. It may be moved to any other address in the Brussels-Capital Region by decision of the Board of Directors.

Article 3. Disinterested purpose and object

The association has the following disinterested aims:
To promote intraoperative radiotherapy in the treatment of all cancers.
In order to achieve this disinterested aim, the association's purpose is to carry out the following activities, both in Belgium and abroad, on its own behalf or on behalf of its members:

• The holding of a biannual international conference on intraoperative radiotherapy, in accordance with the procedures set out in these Articles of Association or in the Internal Charter.
• Setting up and managing a website dedicated to intraoperative radiotherapy, with the aim of disseminating research and scientific advances on this subject.
• The creation of an international scientific committee able to give its opinion on all questions relating to intraoperative radiotherapy.

In general, it has full legal capacity to carry out all acts and transactions directly or indirectly related to its purpose or which are likely to facilitate directly or indirectly, in whole or in part, the achievement of this purpose.

It may acquire an interest by way of association, contribution, merger, financial intervention or otherwise in any company, association or enterprise whose purpose is identical, similar or related to its own or likely to promote the activities and objectives described above.

It may act as administrator or liquidator in other associations.

Article 5. Full members

There is no limit to the number of Full Members of the association. It may not be less than three.
The founders are the first Full Members.

Article 6. Admission procedure

The General Meeting decides on the admission of as a Full Member of the association.

To this end, candidates should send a motivated request to the Board of Directors, by ordinary mail and by e-mail to the company's e-mail address (contact@isiort.net), indicating, in particular, their surname, forenames, profession, functions and address.

Requests are placed on the agenda of the first subsequent General Meeting or, if later, at the Special General Meeting held during November of each year, at which all open requests are dealt with.

Within eight days of the General Meeting having met and reached a decision, the Board of Directors will notify by e-mail, the applicant of the outcome of the application.

The General Meeting may refuse the application without giving any reasons. There is no right of appeal against a refusal of approval.

Article 7. Resignation

• §1. Full Members of the Association are free to resign at any time.
  Resignations must be sent to the Board of Directors by ordinary mail to the company's registered office and by e-mail to the association's e-mail address.
• §2. In the event of the death, bankruptcy, insolvency, liquidation or prohibition of a Full Member, the latter shall be deemed to have resigned by operation of law on that date.
  Any Full Member who fails to pay his membership fees within one month of receiving a written request to that effect at the e-mail address he has communicated to the association shall be deemed to have resigned.
• §3. A Full Member who resigns may not lay claim to the association's assets and may not claim reimbursement of his contribution and the subscriptions he has paid.
• §4. A Full Member who resigns may not claim or request any statement, rendering of accounts, affixing of seals or inventory.

Article 8. Exclusion

• §1. The Association may, on a proposal from the Board of Directors, exclude a Full Member without the need to state the reasons for the decision.
• §2 Only the General Meeting is competent to pronounce an exclusion. The exclusion must be indicated in the notice convening the meeting.
• §3 The Full Member whose exclusion is requested must be heard at the General Meeting.
• §4 Exclusion may only be pronounced by the General Meeting in compliance with the quorum and majority conditions required for the amendment of the Articles of Association.
• §5 The Board of Directors shall inform the Full Member concerned of the decision to exclude him/her within fifteen days by e-mail to the e-mail address he/she has provided to the company. If the Full Member has chosen to communicate with the company by post, the decision will be sent by registered post.
• §6. A Full Member who is excluded shall have no claim on the association's assets and shall not be entitled to claim reimbursement of his contribution or of the subscriptions he has paid.
• §7 An excluded Full Member may not claim or request any statement, rendering of accounts, affixing of seals or inventory.

Article 9. Membership fees Full Members

Full Members pay an annual membership fee, the amount of which is set by the Board of Directors.

It may not exceed five hundred euros (500.00 EUR).
They actively contribute their skills and dedication to the Association.

Article 10. Composition of the Board of Directors

The Association is managed by a Board made up of at least the minimum number of directors required by law and no more than nine directors.

Directors are appointed by the General Meeting for a maximum term of six years.

In the event of a nomination, if no candidate receives a majority of the votes cast, a run-off election is held between the candidates who received the most votes.

In the event of a tie in the run-off election, the oldest candidate is elected.

The General Meeting may terminate the term of office of any director at any time, with immediate effect and without cause.

Retiring directors may be re-elected. The term of office of outgoing directors who are not re-elected ceases immediately after the General Meeting at which they were re-elected.

Any member of the Board of Directors may resign by simply notifying the Board of Directors. He may himself do all that is necessary to make the end of his term of office effective against third parties. All directors are required to continue to perform their duties after their resignation until a replacement has been appointed at the end of a reasonable period.

If a vacancy occurs before the end of a director's term of office, the remaining directors have the right to co-opt a new director.

The first subsequent General Meeting must confirm the mandate of the co-opted director. In the event of confirmation, the co-opted director completes the term of office of his predecessor, unless the General Meeting decides otherwise. In the absence of confirmation, the co-opted director's term of office ends after the General Meeting, without prejudice to the regularity of the composition of the Board of Directors until that date.

Article 11. Chairmanship of the Board of Directors

The Board of Directors elects a Chairman from among its members. The Board may also appoint a vice-chairman, treasurer and/or secretary.

If the Chairman is unable to act, he is replaced by the Vice-Chairman or, if there is no Vice-Chairman, by another director appointed by his colleagues, or failing agreement, by the oldest director present.

Article 12. Convening the Board of Directors

The Board of Directors is convened by the Chairman or, if the Chairman is unable to attend, by the Vice-Chairman or Secretary or, if there is no Vice-Chairman or Secretary or if they are unable to attend, by another director appointed by his colleagues.

The meeting is convened in writing, no later than five days before the meeting, except in the case of an emergency. In the latter case, the nature and reasons for the urgency shall be stated in the notice of meeting or in the minutes of the meeting. The meeting is held at the place indicated in the notice of meeting or, in the absence of such indication, at the registered office of the Association.

Meetings of both the Board of Directors and the General Meeting of Members may also be held remotely by any technical means, such as videoconferencing, TEAMS, ZOOM, etc.

Article 13. Deliberations of the Board of Directors

The Board of Directors may only validly deliberate and decide if at least half of its members are present or represented.

Any director may give a proxy to one of his colleagues to represent him at a specific meeting of the Board of Directors and to vote in his place. This mandate must be given in writing. In this case, the person giving the proxy is deemed to be present.

A director may not represent more than one of his colleagues.

The Board of Directors may only validly deliberate and decide on items that are not on the agenda if all its members are present at the meeting and give their consent.

Decisions of the Board of Directors may be taken by unanimous consent of all directors, expressed in writing.

The decisions of the Board of Directors are taken by majority vote.

In the event of a tie, the proposal is rejected.

Article 14. Board minutes

The decisions of the Board of Directors are recorded in minutes signed by the Chairman of the meeting and any directors who so wish.

These minutes are recorded in a special register.

Delegations, opinions and votes given in writing are attached.

Board members may request that their opinions or objections to a Board decision be recorded in the minutes.

All copies and extracts of the minutes are signed by one or more members of the Board of Directors with power of representation, in accordance with Article 15, §2, of these Articles of Association.

Article 15. Powers of the Board of Directors

§1. The Board of Directors has the power to perform all acts necessary or useful to the realisation of the object and purpose of the Association, with the exception of those reserved by law or by these Articles of Association to the General Meeting.

§2. Without prejudice to the general power of representation of the Board of Directors as a college, the Association is validly bound, in and out of court, by all deeds which are signed by the Chairman of the Board of Directors and a director acting jointly.

They do not have to present proof of their powers to third parties.

Article 16. Directors' remuneration

The General Meeting decides whether or not the director's mandate is exercised free of charge.

If the director's mandate is remunerated, the General Meeting, acting by an absolute majority of votes (50% of the positive votes of the Full Members present or represented, plus one positive vote) determines the amount of this fixed or proportional remuneration. This remuneration will be charged to general expenses, independently of any representation, travel and entertainment expenses.

Article 17. Day-to-day management

The Board of Directors may delegate the day-to-day management, as well as the representation of the Association with regard to this management, to one or more persons, who may or may not be members of the Board of Directors.

They act alone.

Day-to-day management includes actions and decisions that do not exceed the day-to-day needs of the Association, as well as actions and decisions which, either because of the minor interest they represent or because of their urgent nature, do not justify the intervention of the Board of Directors.

The delegates responsible for day-to-day management may, with regard to this management, grant special mandates to any agent.

The Board of Directors determines the duties and remuneration, if any, of the delegates responsible for day-to-day management. It may revoke their mandates at any time.

Article 18. Control of the Association

Where required by law and within the limits provided by law, the Association is audited by one or more auditors, appointed for three years and eligible for re-election.

Article 19. Composition

The General Meeting is made up of all Full Members.

Article 20. Powers

The General Meeting exercises the powers conferred on it by law and these Articles of Association.

This includes the following exclusive powers which can only be exercised by the General Meeting:

• 1° amendment of the Articles of Association ;
• 2° the appointment and dismissal of directors and the fixing of their remuneration in cases where remuneration is paid to them;
• 3° the appointment and dismissal of the auditor and the fixing of his remuneration;
• 4° the discharge to be granted to the directors and the auditor and, if appropriate, the institution of proceedings by the Association against the directors and auditors;
• 5° approval of the annual accounts and budget;
• 6° the dissolution of the Association;
• 7° the conversion of the ASBL into an AISBL;
• 8° the acceptance or exclusion of a Full Member ;
• 9° all other cases where required by law or by these Articles of Association.

The General Meeting may only deliberate on matters for which it is exclusively competent by virtue of these Articles of Association if at least half of the members are present or represented, and decisions shall only be taken if they are passed by a special majority of three quarters of the votes, with following exceptions:

• 1) the appointment and dismissal of directors and the fixing of their remuneration in cases where remuneration is paid to them;
• 2) the appointment and dismissal of the auditor and the fixing of his remuneration;
• 3) the discharge to be granted to the directors and the auditor and, if appropriate, the institution of proceedings by the Association against the directors and auditors;
• 4) approval of the annual accounts and budget;
• 5) the acceptance or refusal of the Internal Charter to be submitted to the General Assembly of the Full Members by the Board of Directors;
• 6) the remuneration of one or more directors;

With respect to matters 1) to 6), the General Assembly will vote with absolute majority (50% of the positive votes of the Full Members present or represented, plus one positive vote).

Article 21. Conduct and convening

Every year, an Ordinary General Meeting is held at the Company's registered office or at an address to be determined by the Board of Directors, on the fifteenth of April, at fourteen hours.

If this day is a public holiday, the General Meeting is postponed to the next working day.

The Board of Directors and, where applicable, the Statutory Auditor, must convene the General Meeting in the cases provided for by law or these Articles of Association, as well as whenever the interests of the Association so require or when at least one fifth of the members so request. In the latter case, the members shall indicate the subjects to be placed on the agenda in their request. The Board of Directors or, where applicable, the Commissioner shall convene the General Meeting within twenty-one days of the request to convene the meeting, and the General Meeting shall be held no later than on the fortieth day following this request.

Notices of General Meetings contain the agenda. Any proposal signed by at least one twentieth of Full Members shall be included on the agenda.

They are sent by e-mail at least fifteen days before the meeting to Full Members, directors and, where applicable, auditors. They are sent by ordinary post to persons for whom the Association does not have an e-mail address, on the same day as the electronic notices are sent.

A copy of the documents required by law to be sent to the General Meeting shall be sent without delay and free of charge to Full Members, directors and auditors who so request.

Any person may waive the right to be convened and, in any event, will be deemed to have been duly convened if present or represented at the meeting.

Article 22. General Meeting by written procedure

The Full Members may, within the limits of the law, unanimously take in writing all decisions which fall within the powers of the General Meeting, with the exception of those which must be recorded in a notarial deed.

Article 23. Participation in the General Meeting by electronic means

Full Members may participate remotely in the General Meeting by means of an electronic communication facility provided by the company. The Full Members who take part in the General Meeting in this way are deemed to be present at the place where the General Meeting is held for the purposes of compliance with the attendance and majority requirements.

The status of Full Member and the identity of the person wishing to take part in the meeting are checked and guaranteed by the procedures defined by the Board of Directors. The Board of Directors will also determine the procedures for establishing that a Full Member is participating in the General Meeting by electronic means of communication and can therefore be considered to be present.

In order to guarantee the security of electronic communication, the Board of Directors may subject the use of electronic means of communication to conditions that it determines.

It is the responsibility of the officers of the General Meeting to check compliance with the conditions laid down by law, these Articles of Association and by the Board of Directors, and to establish whether a Full Member is validly participating in the General Meeting by means of electronic communication and may therefore be deemed to be present.

The electronic means of communication made available by the company must at least enable the Effective Member, directly, simultaneously and continuously, to take note of the discussions at the meeting and, on all the points on which the meeting is called upon to vote, to exercise the right to vote.

Article 24. Admission to the General Meeting

To be admitted to the General Meeting and to exercise voting rights, a Full Member must be registered as such in the register of Full Members.

The notice of meeting may stipulate that in order to attend the General Meeting, members must also inform the Association of their intention to attend at least five working days before the meeting by post to the Association's registered office or by e-mail to the Association's e-mail address.

When the General Meeting deliberates on the basis of a report drawn up by the Statutory Auditor, the latter takes part in the meeting.

Article 25. Sessions

The General Meeting is chaired by the Chairman of the Board of Directors or by the secretary of the Board of Directors.

The secretary of the Board of Directors will also act as secretary to the Full Members' Meeting.

Article 26. Deliberations

• §1. All Full Members are entitled to an equal vote at the General Meeting. Each Full Member has one vote.
• §2. Any Full Member may give any other Full Member a written proxy to represent him at the meeting and vote in his place.
• §3. Any meeting may only deliberate on the proposals appearing on the agenda, unless all the persons to be convened are present or represented and, in the latter case, if the proxies expressly so state.
• §4. Except in cases provided for by law or these Articles of Association, decisions are taken by a majority of votes, regardless of the number of Full Members present or represented at the General Meeting.

Article 27. Minutes

The minutes recording the decisions of the General Meeting are recorded in a register kept at the registered office. They are signed by the Chairman of the General Meeting and the Secretary, as well as by the Full Members present who so request.

The attendance list and any reports, proxies or postal votes are appended to the minutes.

The register of minutes is kept at the Association's registered office, where all Full Members may consult it, but the register may not be removed.

Copies to be issued to third parties shall be signed by one or more Full Members of the Board of Directors with power of representation.

Article 28. Financing

In addition to the contributions paid by Full Members, the association will be financed by donations, legacies, income from its activities, sponsors and patrons.

Article 29. Financial year

The Company's financial year runs from 1 January to 31 December each year.

On the latter date, the company's accounts are closed and the Board of Directors draws up the annual financial statements in accordance with the applicable legal provisions. The Board of Directors also draws up a proposed budget for the following financial year.

The Board of Directors submits the annual accounts for the previous financial year and the proposed budget for the following financial year to the Annual General Meeting.

Article 30. Internal Charter

An Internal Charter may be drawn up by the Board of Directors and submitted for approval to the General Meeting.

The Internal Charter may, in particular, (i) stipulate the conditions under which the Board of Directors will accept Adherent Members of the company, (ii) establish the procedures for the constitution, composition, missions and operation of the company's Scientific Committee, (iii) determine the modalities with respect to the organization of the biennial international conference, ...

The Internal Charter may be amended upon proposal of half of the Full Members or half of the Directors. In such case, the Board of Directors will draft the amended Internal Charter which will be again submitted to the General Assembly of the Full Members, which will vote according to Article 20, 5) here-above.

Article 31. Dissolution

The Association may be dissolved at any time by a decision of the General Meeting taken under the same conditions as those laid down for a change in the object or non-profit purpose of the Association. Any reporting obligations that may apply in accordance with the law will be complied with in this case.

Article 32. Liquidators

In the event of dissolution of the Association, for whatever reason and at whatever time, the directors in office shall be appointed liquidators in accordance with these Articles of Association if no other liquidator has been appointed, without prejudice to the right of the General Meeting to appoint one or more liquidators and to determine their powers and emoluments.

Article 33. Allocation of net assets

In the event of dissolution and liquidation, the Extraordinary General Meeting decides on the allocation of the association's assets, which must in any event be used for a disinterested purpose.

This allocation is made after all debts, charges and liquidation costs have been settled or after the necessary amounts have been deposited. and after the return of members' contributions as provided for in Article 7 of these Articles of Association.

Article 34. Election of domicile

For the implementation of these Articles of Association, any Effective Member, director, commissioner or liquidator domiciled abroad shall elect domicile at the registered office where all communications, summonses, writs of summons and notifications may be validly made to him if he has not elected another domicile in Belgium vis-à-vis the association.

Article 35. Jurisdiction

For any dispute between the association, its Full Members, Adherent Members, administrators, commissioners and liquidators relating to the affairs of the association and the execution of these articles of association, exclusive jurisdiction is attributed to the courts of the registered office, unless the Association expressly waives it.

Article 36. Common law

The provisions of the Companies and Associations Code that are not lawfully derogated from are deemed to be included in these Articles of Association and any clauses contrary to the mandatory provisions of the Companies and Associations Code are deemed to be unwritten.