Article 1 – Legal Form and Name

An international non-profit association (abbreviated as AISBL) is established under the name: “XR4EUROPE.”

All documents issued by the association—whether electronic or not—including contracts, invoices, announcements, publications, letters, order forms, websites, and other materials, must clearly state the association’s full name, immediately preceded or followed by the words “international non-profit association” or the abbreviation “AISBL.”

These documents must also include:

• The company number;
• The full address of the registered office;
• The words “register of legal persons” or the abbreviation “RPM,” followed by the reference to the court with jurisdiction over the registered office;
• And, where applicable, the association’s email address and website.

Article 2 – Registered Office

The registered office of the association is established in the Brussels-Capital Region.

The office may be transferred to any other location within the French-speaking region or the Brussels-Capital Region by simple decision of the Board of Directors.

If the statutes explicitly mention the precise address of the registered office, then a change of address within the same region requires that the decision be formalised in a notarial deed.

If the registered office is transferred to another region, even without changing the language regime, the move constitutes a statutory modification and must also be recorded in a notarial deed.

A transfer to a different linguistic region requires not only a statutory modification but also an official translation of the statutes and must be decided by the General Assembly and recorded in a notarial deed.

Article 3.

• A) Non-profit Purpose
  The association pursues a non-profit purpose, both within and outside the European Union, to establish, coordinate, and promote an international network of individuals, companies, and organisations that are professionally active in sectors related to immersive technologies (including, but not limited to, virtual reality, augmented reality, and mixed reality, generally referred to by the umbrella term “XR”) and all their scientific, technological, artistic, and business aspects.
  This also encompasses closely related fields, particularly in the industrial, cultural, healthcare, entertainment, education, tourism, and defence sectors.
• B) Activities
  To this end, the association may develop—alone or in collaboration with third parties, directly or indirectly—any activities that are directly or indirectly related to its non-profit purpose.
  In particular, the association may carry out the following activities on behalf of its members, individually or collectively, and/or on behalf of third parties, within or outside the European Union:
  • Establishing and managing a member directory identifying their respective expertise, primarily in fields relevant to the association’s purpose;
  • Organising and conducting seminars, training sessions, conferences, screenings, demonstrations, workshops, and communication campaigns aimed at promoting the field relevant to its purpose in the broadest sense;
  • Collecting and disseminating information related to the field relevant to its purpose;
  • Seeking funding for projects and carrying out or supervising projects in the field relevant to its purpose;
  • Carrying out consultancy work, studies, and analyses in the field relevant to its purpose;
  • Representing members before public or private institutions at the European and international level, with the aim of participating in or leading actions to legislate, standardise, and guide economic, cultural, and health policies related to the association’s purpose;
  • Awarding prizes in the field relevant to its purpose.

In addition, the association may organise, execute, and support any kind of activity, of any nature, that has a direct or indirect link to its purpose, whether in Belgium or abroad.

To achieve its purpose, or to facilitate the achievement thereof, the association may use any appropriate means. It may own or enjoy the use of any movable or immovable property necessary or useful for accomplishing or facilitating its purpose.

Article 4 – Duration

The association is established for an unlimited duration.

Article 5 – Membership Categories

The association is composed of the following categories of members:

1. Full Members: Legal entities, including the founding members and European organisations composed of members from the XR sector.
2. Associate Members: Legal entities such as companies, public organisations, universities, and foundations, with no restrictions on geographical origin.
3. Individual Members: Natural persons with a professional connection to immersive technologies or content, also without restriction on geographical origin.

The association must have at least four full members.

Each member, regardless of category, holds voting rights at the General Assembly provided they are based in one of the following countries:

• European Union Member States
• Albania, Armenia, Belarus, Bosnia and Herzegovina, Georgia, Iceland, North Macedonia, Moldova, Montenegro, Norway, Serbia, Switzerland, United Kingdom, Russia, Turkey** and Ukraine

These members therefore hold deliberative voting rights at the General Assembly.

Members from countries not listed above, regardless of category, hold consultative (non-voting) rights only at the General Assembly.

Article 6 – Admission of Members

To become a full, associate, or individual member, the application must be submitted through an online electronic form.
The Executive Committee of the association, or its appointed representative, shall then validate the admission and membership category.

Cultural, social, economic, or professional institutions may be accepted as members of the association by the Executive Committee, or its representative, provided that their own board of directors has approved the application beforehand.

An application for membership by a natural or legal person must at minimum include the following information:

• For a natural person: full name, address, and nationality
• For a legal entity: registered name, registered office, the name of the registry and the registration number under which the entity is listed

Additionally, the application must state the reasons why the applicant wishes to join the association.

The Executive Committee must reach a decision within 30 calendar days of receiving the application.

Article 7 – Membership Fees

An annual membership fee shall be established for both natural and legal persons.
This fee may vary between full members, associate members, and individual members.

The General Assembly sets the annual membership fees for each category, based on a proposal from the Board of Directors.

Article 8 – Obligations of Members

Members, regardless of their category, are required to:

1. Respect the statutes and the internal regulations, as well as all decisions issued by the governing bodies of the association;
   b. Never endanger or harm the interests of the association or its bodies.

Article 9 – Termination, Suspension, and Exclusion of Membership

Full and associate members retain their membership status as long as they pay their annual membership fee within the deadlines set by the Board of Directors.

A member may resign from the association at any time by sending a registered letter to the President of the Board of Directors.

A member may only be excluded from the association following a recommendation by the Board of Directors, adopted by a majority of the members present or represented. This recommendation must then be confirmed or rejected by the General Assembly by a simple majority of the voting full, associate, and individual members present or represented.

Acts considered contrary to the interests of the association include, but are not limited to:

• Any act or behaviour that violates one or more of the following: the statutes, the internal regulations, or any decision validly taken by the governing bodies of the association;
• Causing material or immaterial harm to the association or its bodies.

The member who acts against the interests of the association as described above may be subject to one of the following sanctions:

• A warning;
• A temporary suspension of membership rights;
• An indefinite suspension of membership rights;
• Exclusion from the association.

Pending the General Assembly’s decision on exclusion, the Board of Directors has the authority to suspend the rights of any member:

1. Who fails to comply with the obligations set forth in Article 8 of the statutes;
   b. Who, after written notice, continues to default on financial or administrative obligations toward the association.

The suspension must be communicated by registered letter to the concerned member. The maximum duration of the suspension is until the next General Assembly. At that assembly, the concerned member retains all of their rights. If the General Assembly does not vote for exclusion, all measures taken by the Board of Directors regarding the suspension are automatically nullified.

Membership is automatically terminated in the following cases:

• Death of a natural person member;
• Dissolution, merger, demerger, or bankruptcy of a legal entity member;
• Non-payment of the membership fee, regardless of member category, within three months following formal notice.

A resigning member, or their successors, may not under any circumstances claim a refund of paid membership fees or remuneration for any contributions made. They have no rights to the assets of the association.

An excluded member, or their successors, may only claim reimbursement of the current year’s membership fee. They may not, under any circumstances, claim remuneration for any contributions made. They also have no rights to the assets of the association.

Article 10 – Board of Directors

The association is managed by a governing body called the Board of Directors, composed of a minimum of four (4) and a maximum of fifteen (15) directors. Full members and associate members are represented according to a ratio of four-fifths and one-fifth***, respectively.

If, during a General Assembly, the number of directors falls below the statutory minimum, the remaining directors shall remain in office until the General Assembly has filled the vacancy or vacancies.

Directors are appointed by the General Assembly. The vote is secret, and the votes are counted publicly. The General Assembly, acting by a two-thirds majority of full and associate members with voting rights, present or represented, may revoke any director at any time.
The mandate of the directors is unpaid, unless otherwise decided by the General Assembly.

The founding members of the association constitute the first Board of Directors, for a term of four years. Other directors may be appointed during the first four years by decision of the General Assembly.

In the event of vacancy(ies) during the term, the Board of Directors may appoint an interim director for each vacancy. That interim director will complete the mandate of the director they replace.

Article 11 – Term of Office of Directors

Directors and their alternates are appointed for a term of four years. Their mandate is renewable.

In all cases where the number of directors falls below the statutory minimum, the outgoing directors shall continue to serve until their replacements have been officially appointed.

Article 12 – Functioning of the Board

1. The Board of Directors shall appoint from among its members a President, a Secretary, and a Treasurer, and may also appoint one or more Vice-Presidents.

The Board is convened by the President or the Secretary, or at the request of any Board member. Notices of meetings are sent by email or other means of communication at least ten (10) days before the meeting and must include the agenda.

Meetings of the Board are chaired by the President if present, or otherwise by the oldest Vice-President present, or, failing that, by the oldest director present.

1. Unless otherwise provided by the statutes or by law, the Board may only validly deliberate if at least one-third of its members are present or represented. If this condition is not met, a second meeting with the same agenda may be convened; the Board may then validly deliberate if at least two directors are present or represented.

Decisions are made by simple majority, unless otherwise provided. In case of a tie, the chairperson of the meeting has the casting vote.

1. A director may grant written proxy to another director to represent them at a Board meeting. A director may hold no more than two proxies.
2. The Board of Directors must meet at least twice per year.
3. The deliberations of each Board meeting are recorded in minutes, signed by the Secretary (if present), or otherwise by two other directors, and filed in a register.
4. The Board of Directors may meet via teleconference or videoconference, provided that all participants are able to communicate directly with one another. Directors participating in this way are considered present. In such cases, the meeting is considered to have taken place at the association’s registered office, provided at least one director participated from there.
5. Board decisions may also be taken unanimously in writing by all directors.

Article 13 – Powers and Functioning of the Board of Directors

1. The Board of Directors holds all powers of management and administration, as well as the power to represent the association in legal and other matters, except for those powers that are expressly reserved by law or the statutes to the General Assembly. The Board may acquire and dispose of movable and immovable property, grant mortgages, borrow and lend funds, grant discharges, and carry out all commercial and banking operations.
2. All acts that bind the association must be signed jointly by two directors. These directors, acting on behalf of the Board, are not required to justify to third parties the powers granted to them for this purpose.
3. The Board of Directors, by simple majority, shall select from among its members at least two directors, in addition to the President, to form the daily management body, also referred to as the Executive Committee. The Board may delegate to this body the day-to-day management of the association as well as specific tasks. Furthermore, it may assign special mandates to one or more directors, or to other individuals who are not directors or not members of the association. These mandates may not exceed three years in duration but may be renewed, and may be revoked at any time with immediate effect.

If one or more individuals are appointed to the daily management body, the association shall be validly represented for acts of daily management by one or more of these individuals, acting alone. These individuals are referred to as daily management delegates. The Board shall determine the number of such delegates, who shall not be required to justify their powers to third parties.

Every three months, the daily management body shall prepare a report on its activities and submit it to the President of the Board, who shall transmit it to any directors who request it.

In addition to any specific tasks assigned to it by the Board, the daily management body is responsible for:

• Implementing the decisions taken by the Board of Directors;
• Preparing the agenda for Board meetings;
• Allocating responsibilities between the President, Secretary, and Treasurer, and where applicable, the Vice-Presidents;
• Functioning as the core and temporary committee;
• Preparing all necessary internal regulations.

1. The Board of Directors may, by simple decision, delegate the power to represent the association in legal or other matters to one or more individuals, whether or not they are directors. The Board shall define precisely the powers and duration of such mandates, which may be revoked at any time with immediate effect.
2. The General Assembly decides on the adoption of the internal rules proposed by the Board. The Board may propose amendments to the internal rules at any time, but such amendments must be approved by the General Assembly. Subject to mandatory legal and statutory provisions, the internal rules may include provisions for interpreting and applying the statutes, managing the association’s affairs, and imposing measures on members and their successors that are deemed to be in the association’s interest.

Article 14 – General Assembly Composition and Voting

The General Assembly is composed of all full, associate, and individual members, whether or not they have voting rights. All members are therefore invited to General Assembly meetings.

The General Assembly is chaired by the President of the Board of Directors if present, or otherwise by the eldest Vice-President present, or, failing that, by the eldest director present.

A member may grant proxy to another member to be represented at the meeting. A member may hold no more than five proxies.

At any General Assembly:

• Voting full members each have ten (10) votes
• Voting associate members each have three (3) votes
• Voting individual members each have one (1) vote

Article 15 – Exclusive Powers of the General Assembly

The General Assembly holds exclusive authority over:

1. Amending the statutes;
   b. Appointing and dismissing directors;
   c. If applicable, appointing and dismissing statutory auditors and financial controllers, as well as setting their fees;
   d. Granting discharge to directors and, where applicable, to auditors and controllers;
   e. Approving annual budgets and financial accounts;
   f. Dissolving the association;
   g. Excluding members;
   h. Transforming the legal form of the association;
   i. Any other matters provided by law or the statutes.

Without prejudice to the Belgian Code of Companies and Associations, any proposal to amend the statutes or dissolve the association must come either from the Board of Directors or from at least fifty percent of the association’s members.

Article 16 – Convening and Conducting the General Assembly

1. The General Assembly must be convened by the Board of Directors whenever the purpose or the interest of the association requires it, and must be convened at the request of one-fifth of the full members.

It must meet at least once per year in order to approve the financial accounts of the past year and the budget for the following year, and to decide on the discharge to be granted to the directors and, where applicable, to the auditors and financial controllers (see Article 20.b).

The meeting shall be held at the place and on the date set by the Board of Directors, within six months following the close of the financial year.

The General Assembly shall also convene every four years to renew the members of the Board of Directors.

1. Notices of the General Assembly shall be sent by letter, email, or any other form of communication to all members, regardless of category, at least fifteen days before the meeting date. The notices shall be signed by the President or the Secretary of the Board of Directors and must indicate the day, time, and place of the meeting.
2. The notice must include the agenda as determined by the Board of Directors. The General Assembly may validly deliberate and decide on matters not included in the agenda, provided that all full members are present or represented.
3. In accordance with the law, members of the association may participate remotely in the General Assembly through an electronic communication system made available by the association. Members who participate in this way are considered present at the location where the Assembly is held for the purposes of quorum and majority requirements.

The Board of Directors may define the conditions under which it can be verified that a member is participating in the General Assembly via electronic means and therefore can be considered present.

Article 17 – Quorum and Voting Rules

1. The General Assembly may only validly deliberate if at least:

• Half of the full members with voting rights are present or represented,
• One-third of the associate members are present or represented,
• One-tenth of the individual members are present or represented.

1. In general, and unless otherwise specified by the statutes and/or the law, decisions of the General Assembly are taken by a two-thirds majority of the full, associate, and individual members with voting rights who are present or represented. In the event of a tie, the vote of the chairperson of the Assembly is decisive.
2. For any proposal to amend the statutes or to dissolve/liquidate the association, the General Assembly may only validly deliberate if at least two-thirds of the full, associate, and individual members with voting rights are present or represented.

If the required quorum is not reached, a second General Assembly shall be convened under the same conditions. This second meeting may validly and definitively decide on the proposal, regardless of the number of voting members present or represented.

Resolutions concerning amendments to the statutes or the dissolution/liquidation of the association are adopted by a two-thirds majority of the full, associate, and individual members with voting rights who are present or represented.

Article 18 – Minutes of the General Assembly

The proceedings of General Assembly meetings shall be recorded in minutes, signed by the Secretary or, if absent, by two directors, and inserted into a register.

Article 19 – Right of Access for Full Members

Each full member has the right to consult the following documents at the association’s registered office:

• The register of members;
• The minutes and decisions of the General Assembly and the Board of Directors;
• The accounting records and financial documentation.

Article 20 – Financial Year and Accounts

1. The association’s financial year begins on July 1st and ends on June 30th of the following year.
2. The Board of Directors prepares the financial accounts and the budget and submits them to the General Assembly for approval. After approval, the General Assembly votes separately on whether to grant discharge to the directors and, if applicable, to the statutory auditors and financial controllers.
3. The Board of Directors ensures the timely filing of the annual accounts and any other legally required documents with the Registry of the Enterprise Court or, where required by law, with the National Bank of Belgium.

Article 21 – Auditors

1. If required by law, the financial situation, annual accounts, and legal/statutory compliance of operations reflected in the accounts shall be audited by one or more statutory auditors, who must be members of the Institute of Registered Auditors.

These auditors are appointed by the General Assembly for a renewable term of three years. The Assembly also determines the number of auditors and, if applicable, their remuneration.

1. The auditors have, jointly or individually, unlimited rights of inspection over all operations of the association. At the registered office, they may consult all books, correspondence, minutes, and generally all accounting records and documents of the association.

Article 22 – Dissolution of the Association

Except in the case of judicial dissolution or dissolution by operation of law, the association may only be dissolved by a decision of the General Assembly taken in accordance with legal provisions.

In the event of early dissolution, the General Assembly—or failing that, the competent court—shall appoint one or more liquidators and determine their powers as well as the procedures for liquidation.

Article 23 – Allocation of Assets upon Dissolution

In the event of dissolution, and after settling all liabilities, the remaining assets shall be transferred to another non-profit association with a similar purpose.

The General Assembly that decides on the dissolution shall designate the beneficiary association to which the balance of the liquidation will be transferred.