Clause 1 • Legal form, name, duration
1.1 Legal form
The association is incorporated as a non-profit association pursuant to the Belgian Code of Companies and Associations (the CCA).
1.2.1. The name of the non-profit association shall be “Belgian Platform Rider Association”, in short PRA (the “Association“).
1.2.2. This name, with or without this abbreviation, must be included in all deeds, contracts, invoices, announcements, publications, letters, order forms, web sites and other documents sent out by the Association, immediately preceded or followed by the words non-profit association (“association sans but lucratif”/ “vereninging zonder winstoogmerk”) or by the abbreviation “ASBL” / “VZW”, and with a precise reference to the registered office of the Association.
1.3 Registered office
1.3.1. The registered office of the Association shall be located in the Region of Brussels-Capital.
1.3.2. The Board of Directors may resolve to transfer the registered office, provided that this transfer does not imply a change of the language of these Articles of Association in accordance with the applicable language laws.
The Association is incorporated for an indefinite period of time.
Clause 2 • Purpose and activities
The purpose of the Association is not profitable.
The purpose of the Association is to create and manage a community of adhering members interested in :
- improving mobility and road safety in Belgium by promoting and facilitating the access for its members to alternative transportation services through the use of the Uber Application or any other digital ways,
- creating and promoting an alternative to owning a motor vehicle.
In particular, the Association ensures the centralisation and aggregation of demand for chauffeur driven car rental services on behalf of its adhering members and facilitates their access to such services by entering, on behalf of its adhering members, into framework contracts of car rental with a driver (LVC) with various licensed professionals (LVC Companies).
More broadly, the purpose of the Association is also to promote the interests of its adhering members in their capacity of passengers-users.
In order to achieve these objectives, the Association will mainly pursue the following non-profitable activities: enter into framework contracts of car rental with a driver (LVC) on a non-profit basis.
In addition to the abovementioned activities, the Association can develop all activities which, directly or indirectly, contribute to the abovementioned non-profitable purpose of the Association.
Neither the Association, nor Uber, nor any other related company to Uber are transport companies.
Article 3 • Membership
3.1.1. The Association is composed of two categories of members: the effective members (“Effective Members”) and the adhering members (“Adhering Members”, together with the Effective Members, the “Members”).
3.1.2. The number of Adhering Members is unlimited. The number of Effective Members shall in no event be less than two.
3.1.3. The Effective Members are:
(i)The founders of the Association, as long as they retain their membership; and
(ii) Any candidate-member subsequently admitted as Effective Member by the Board of Directors.
The Adhering Members are the passengers-users who adhere to the Articles of association, agree with the internal regulations of the Association at the occasion of their first use in Belgium of the UberX, UberBlack or Van services and comply with these internal regulations. The internal regulations shall specify the behaviors which imply the automatic loss of membership and which prevent from becoming Adhering Member again.
3.1.4. The Members do not undertake any personal obligation regarding the commitments of the Association.
3.2. Register of Members
3.2.1. A register of Effective Members shall be held by the Board of Directors at the Association’s registered office. The register may be held and saved digitally.
3.3. Membership fee
3.3.1. No membership fee shall be due.
3.4. Resignation of Members –Loss of membership – Expulsion
3.4.1. Any Effective Member can resign subject to one month’s notice by registered letter to the Association.
3.4.2. Any Adhering Member may resign by no longer using UberX, UberBlack or Van services in Belgium.
3.4.3. Any Adhering Member shall automatically cease to be a member when the conditions provided in the internal regulations of the Association are met and (s)he will not be permitted to become an Adhering Member again.
3.4.4. A Member can be expelled by a resolution of the General Meeting deciding with a majority of two thirds (2/3) of votes cast. The relevant Member shall in any case have the right to present his/her defense during such General Meeting. The Member will be notified of the expulsion.
3.4.5. The Member who resigns, who is expelled or who does no longer meet the conditions to be a member, loses his/her membership and has no rights to the assets of the Association.
3.5. Rights of the Members
3.5.1. All the Members and only the Members have the right to use the services provided by the Association.
3.5.2. In addition, all the Effective Members can participate and vote in the General Meeting and in general have all the rights recognized to members by the CCA.
3.5.3. The Adhering Members have no rights to participate or vote at the General Meeting.
Clause 4 • General Meeting of the Members
4.1. General Meeting of the Members (the “General Meeting“)
4.1.1. The General Meeting shall consist of all Effective Members. The Adhering Members may not participate or vote in the meeting.
4.1.2. Each Effective Member who is present or represented shall have one vote.
4.2. Powers of the General Meeting
The General Meeting has all powers explicitly conferred to it by law or the Articles of Association.
The powers of the General Meeting include in particular the right to:
- amend the Articles of Association;
- appoint and dismiss (ad nutum) the Directors;
- as the case may be, appoint and dismiss a statutory auditor and determine his/her/its remuneration;
- grant discharge to the Directors and the statutory auditor (if appointed);
- approve the annual accounts and the working budget;
- dissolve the Association;
- expel a Member;
- convert the Association into an international not-profit association or a cooperative licensed as social enterprise;
- make or accept the contribution for free of all the assets and liabilities, respectively, of the Association or to another legal entity; and
- make recommendations to the Board of Directors.
4.3.1. An annual General Meeting shall be held at least once a year, at the registered office of the Association unless the convening notice states otherwise, on the last Tuesday of April (unless it is a holiday in Belgium, in which case it shall be held on the next working day), upon a convening notice by the Board of Directors specifying the venue, date and including the provisional agenda, at least fifteen (15) days in advance. The convening notice is made by ordinary letter, fax or electronic mail or any other written means of communication.
4.3.2. In addition to the annual General Meeting, the Board of Directors may convene other special General Meetings. Upon the request of at least one fifth (1/5) of the Effective Members, the Board of Directors shall convene a meeting within a period not exceeding twenty one (21) days following such Effective Members’ request and the General Meeting shall be held no later than the fortieth (40th) day following the request.
4.3.3. The General Meetings shall be chaired by the Chair of the Board of Directors, failing which by a member of the Board of Directors designated by his colleagues.
4.3.4. The minutes of the General Meetings shall be signed by the person chairing the meeting and kept at the disposal of the Members and other parties holding a valid interest in a separate file at the registered office of the Association. Extracts of said minutes can be provided to Members and other parties holding a valid interest upon their request.
4.4. Quorum and majority requirements
4.4.1. Subject to any deviating provisions mentioned elsewhere in these Articles of Association or in the CCA, the General Meeting shall validly meet when a minimum of fifty (50) % of the Effective Members is present or represented. If this attendance quorum is not reached, a second General Meeting will be convened with the same agenda as the first General Meeting, which may deliberate regardless of the number of Effective Members present or represented. This second General Meeting will be held within more than fifteen (15) and less than thirty (30) days following the day of first General Meeting.
4.4.2. Subject to any deviating provisions mentioned elsewhere in these Articles of Association or in the CCA, decisions shall be validly adopted by the General Meeting at the absolute majority of the votes cast by the Effective Members present or represented at the General Meeting.
4.4.3. Any proposed amendment to the Articles of Association must be submitted to the General Meeting and expressly mentioned in the convening notice. To validly deliberate, at least two thirds (2/3) of the Effective Members must be present or represented at such General Meeting. If this attendance quorum is not reached, a second General Meeting will be convened with the same agenda, which may deliberate regardless of the number of Effective Members present or represented. This second General Meeting will be held within more than fifteen (15) and less than thirty (30) days following the day of first General Meeting. To be adopted, the amendment must receive a majority of two thirds (2/3) of votes cast. Amendments to the purpose of the Association (Clause 2) require a majority of four fifths (4/5) of votes cast of the Effective Members in order to be adopted. Abstentions are not taken into account, neither in the numerator nor in the denominator.
4.4.4. Decisions taken and resolutions voted upon favorably by the General Meeting are binding for all Members, even for absent Members or for Members who voted against or abstained.
4.5. Proxy holders
Each Effective Member may nominate another person (an Effective Member or not) to represent and vote on behalf of that Effective Member at meetings of the Association which the Effective Member is entitled to attend and vote at.
Clause 5 • Board of Directors
5.1.1. The board of directors of the Association (the “Board of Directors“) shall consist of minimum three (3) members (“Directors“). However, if there are only two members, there can be only two directors.
5.1.2. The Directors are elected for a term of three (3) years by the General Meeting.
5.1.3. The mandate of Director is not remunerated, unless the General Meeting decides otherwise.
5.1.4. All actions concerning the appointment or the resignation of Directors are to be published in the Annexes to the Belgian State Gazette according to the applicable legal provisions.
5.2. Board meetings
5.2.1. The Board of Directors shall meet whenever convened by one of its members. The convening notice is made by ordinary letter, fax or electronic mail or any other written means of communication.
5.2.2. Meetings of the Board of Directors may be held in person or by telephone or video conference.
5.2.3. The Board of Directors shall validly meet when the majority of Directors is present or represented. If this attendance quorum is not reached, a second meeting of the Board of Directors shall be convened with the same agenda as the first meeting, which may deliberate regardless of the number of Directors present or represented.
Each Director present at a meeting of the Board of Directors shall be entitled to exercise one vote. The resolutions of the Board of Directors shall be decided with a simple majority vote.
5.2.4. The Directors may grant proxy by means of a written proxy form, but only to another Director. No Director can represent more than one Director.
5.2.5. The decisions are laid down in the minutes which are kept in a register held at the registered office and which are signed by the Managing Director (or in his absence, by two Directors). Any Member may take knowledge of said register at the registered office of the Association.
5.2.6. Any Director who has, in respect of an item of the agenda, a direct or indirect material interest conflicting with the interest of the Association has to inform the other directors beforehand. His or her statement and his/her explanations on the nature of this conflict must be described in the minutes of the meeting. Such Director may not participate in the deliberations and voting regarding that item. In case a Director disputes that he or she has a conflicting interest, the Board of Directors shall, prior to the deliberations regarding that item, decide by a simple majority vote whether a conflicting interest exists in respect of that Director.
5.2.7. The decisions of the Board of Directors may be taken by a unanimous written decision without prior deliberation.
5.3.1. The Board of Directors shall have all powers necessary to pursue the objectives of the Association, and to carry out all management actions, with the exception of the powers reserved by law or by the underlying Articles of Association to the General Meeting.
5.3.2. The Board of Directors executes in particular the following duties:
- manage the Association in accordance with the Association’s purpose;
- direct the activities of the Association within the guidelines determined by the General Meeting when adopting the working budget and by the Articles of Association;
- prepare and convene the General Meetings;
- propose amendments to the Articles of Association;
- admit Effective Members; and
- establish and amend the internal regulations, which may however not contradict the Articles of Association.
5.3.3. The Board of Directors may delegate certain aspects of its powers to one or more Directors, or third parties. The scope and term of such special delegation of powers shall be specified. The termination of the mandate of a Director automatically terminates any mandate granted by the Board of Directors.
Clause 6 • Managing Director
6.1. The Board of Directors may entrust the daily management of the Association to one of its members, who shall then bear the title of Managing Director.
6.2. The Managing Director shall, under the supervision of the Board of Directors, be responsible for the daily management of the Association’s activities and the day-to-day implementation of the working budget. The Managing Director shall sign the ordinary correspondence, perform all acts of daily management, grant special proxies to members and non-members of the Board of Directors.
6.3. The Board of Directors may at all times decide to terminate the mandate of the Managing Director ad nutum.
Article 7 • Special committees
To the extent allowed by law, the Board of Directors has the power to establish special committees as it sees fit. The functions, powers and (further) organization of such special committees shall be specified by the Board of Directors.
Clause 8 • Representation and liability
8.1. The Association shall be validly represented vis-à-vis third parties by two Directors acting jointly, who do not have to provide any justification towards third parties of any prior decision by the Board of Directors. The Managing Director, acting alone, shall have the power to represent the Association in all acts related to the daily management of the Association. In addition, special proxy holders may represent the Association within the limits of their special proxy.
8.2. The Directors and the members of any special committee do not undertake any personal obligation as a result of their mandate, and shall only be liable vis-à-vis the Association for the execution of their mandate.
Clause 9 • Finances
9.1. The financial year shall run from 1 January until 31 December of each year.
9.2. The Board of Directors shall submit the accounts of the Association (prepared in accordance with Belgian law) for approval to the annual General Meeting no later than six months following the end of the financial year in question. Together with the accounts, the working budget for the year following the year in which the General Meeting is held, shall be submitted for approval. Within thirty days after the approval by the General Meeting, the accounts shall be filed by the Board of Directors as required in accordance with Belgian law.
9.3. A statutory auditor shall be appointed if the thresholds are met as required by Belgian law.
Clause 10 • Miscellaneous
10.1. In the event of dissolution of the Association, the General Meeting shall appoint one or more liquidators and determine their competence.
10.2. Any surplus existing at the time of the dissolution shall be distributed to non-profit association(s) pursuing a purpose similar as that of the Association, unless the General Meeting decides otherwise at the conditions required for amending the Articles of Association.
10.3. All matters not expressly regulated by the Articles of Association shall be governed by the CCA.