The ASBL is composed of members who together form the general assembly of members. The General Assembly determines the guidelines for the association’s activities.
Below you will find all the information related to the membership of ABSL.
Number of members
To be validly constituted, an ASBL must have at least two members. The articles of association may derogate from this and provide for a minimum number of members higher than two. The articles may also provide for a fixed number of members.
If, after its creation, the ASBL has fewer members than the number imposed by the articles or, failing that, by the law, it may be dissolved by the company court at the request of a member, the public prosecutor or any interested third party.
Distinction between full members and associate members
It is necessary to distinguish between full members and associate members:
- Full members are the members who make up the general assembly. They have voting rights and enjoy the rights listed below.
- Associate members do not take part in the association’s decisions. They are generally people who support the association and are involved in its activities.
The statutes and internal regulations may provide, within the limits imposed by law, for the terms and conditions specific to each category of member: amount of the annual subscription, rights and obligations, terms of admission, etc.
I. Membership
Admission
Any person may be a member of an ASBL: legal entities and natural persons, regardless of their nationality.
A. Eligibility requirements
The statutes may impose conditions of eligibility [1] provided that they are objective and justified by the purpose of the association. The criteria may in no case be discriminatory.
They may relate to the exercise of a particular profession, membership of a political party, adherence to a religion, gender, nationality, etc.
If the member no longer meets the eligibility requirements set out in the statutes, he or she may be excluded from the association. The statutes may also expressly provide that in case of loss of such eligibility, the member shall be deemed to have resigned.
B. Admission formalities
The statutes also determine the formalities required for admission.
For example, they may require the submission of an application by post, sponsorship by an existing member, presentation of the member at the general meeting, etc.
C. Ex officio members
The statutes may also designate ex officio members, i.e. specific or determinable persons (e.g. a particular category of persons) who are exempted from the formalities of admission and who are appointed as members as soon as they so wish.
D. Register of members
The Board of Directors shall keep a register of members at the seat of the Association. It contains the list of members and their contact details.
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Resignation
A. Express resignation
Members have the right to resign from the association at any time, subject to compliance with the formalities imposed by the statutes.
In the absence of specific formalities, it is sufficient for the member to send a letter to the board of the association.
The statutes may impose other formalities (notification by registered mail, reasonable notice, etc.) as long as they are limited to organising the member’s exit. They may not have the effect of limiting the member’s freedom to resign.
B. Presumption of resignation
The statutes may list restrictively the circumstances in which a member will be presumed to have resigned, either with immediate effect or after a finding by the board.
For example, the statutes may provide that a member may be deemed to have resigned in the event of non-payment of the membership fee, after a certain age or in the event of loss of a certain status.
C. Death of a member
In the event of death, the member automatically loses his/her membership.
Exclusion
The General Assembly may decide to exclude a member provided the following majorities are respected
- 2/3 of the members present or represented ;
- 2/3 of the votes of the members present or represented.
If the articles of association set out a restrictive list of circumstances in which the member may be excluded, the general meeting must respect them.
The member whose exclusion is being voted on has the right to be heard by the General Assembly before the vote.
Suspension
The Board of Directors, or another body if the statutes so decide, may temporarily suspend a member. This is a provisional measure which is only intended to last until the General Assembly is convened with a view to definitive exclusion.
The suspended member retains his/her rights until the General Assembly votes on his/her exclusion.
II. Rights et obligations
Rights
The members have the rights granted to them by the law, by the statutes and by any internal regulations of the association.
The law grants members the following rights:
- to attend (or be represented) and vote at general meetings;
- to request the convening of the General Assembly, provided that 1/5 of the members are present;
- to request the addition of an item to the agenda of the general meeting, subject to a meeting of 1/20 of the members;
- consult the register of members and the documents of the ASBL;
- request the nullity of a decision taken by an association body before the company court;
- request the nullity of the association before the company court or decide on its judicial dissolution.
Obligations
When joining the association, the member undertakes to respect the statutes and the internal rules of the association.
If the statutes provide for the payment of an annual membership fee, the member undertakes to pay it.
Liability
Members are not liable for the actions of the association.
Founding members can only be held liable if it is shown that the formation of the association is unreasonable and causes damage to others.
This could be the case if the association is formed with the aim of harming others or circumventing mandatory rules for example.
