Danube Rectors' Conference ivzw
Zwartzustersstraat 14, 3000 Leuven 
O.N. 0518.970.982
RPR Leuven

COORDINATED STATUTES

Updated after General Assembly of 2023/10/20

Article I. Name

 

This association bears the name DANUBE RECTORS' CONFERENCE. In short the organisation is called “DRC”. This association is governed by the rules in these statutes and the Companies and Associations Code (hereinafter referred to as "CAC", Wetboek van Vennootschappen en Verenigingen, 2019).

 

Article II. Purpose

 

The general aim of DRC is to serve a non-profit goal of international use by improving higher education in teaching and research in the Danube region, and in particular the advancement of member universities, by establishing and facilitating bilateral and multilateral contacts between the universities, as concluded at the Brijuni Conference. To this effect, the DRC will pursue in particular the following activities:
- to coordinate the ideas and actions of its members through the exchange of information on issues of common interest,
- to promote cooperation on issues of common interest thereby to contribute to the stability and the development of an open and democratic society in Europe,
- to act as a consultant, by presenting its views and by making appropriate recommendations on problems which concern the universities, to government, national or international organizations, as well as to others who are involved with issues concerning universities.
In order to perform these tasks, it will maintain links with national and international organizations the activities of which are of interest or relate to universities and, in particular, with the national Rectors' Conferences, EUA, UNESCO, EU, Council of Europe, etc.

Article III. Members

III.1.: Full membership
Eligible as “full members with voting rights” of the DRC are universities in the Danube region and institutions that are recognized by the state or belong to the network of state recognized universities which submit regular applications. Institutions that have submitted the application for membership could be invited GA meetings with the status of observers. The first presentation of a candidate university at the GA has to be done by its rector (or by an appointed representative of the rectorate) – only the presentation at the GA completes the formal admission procedure. Without a presentation a new member cannot be admitted. The Application form can be downloaded from the website http://www.drc-danube.org/members/become-a-member/  

III. 2: observers / guests
The DRC offers eligible universities and institutions the opportunity to join the DRC as an observer/ guest for one year, before becoming a full member. In this year the observers/ guests can participate in the activities of DRC without paying membership fee, etc., but cannot vote on DRC decisions.

III.3.: Associate membership
Other institutions that are not universities, but have strong academic interest, can become “associate members without voting rights”. They can participate in the activities of DRC, pay membership fees, etc., but cannot vote at the GA.

III.4.: Admission of new members
The institution wishing to join as a “full member” should satisfy accepted academic standards. The institution is required to have national accreditation within its home country. Upon request, a copy of the certificate of accreditation is to be sent to the President of DRC. The candidate institution needs to present the recommendation of National Rectors’ Conference or at least recommendation of two full members of DRC in case Rectors’ Conference does not exist in its home country.
The decision of acceptance as “full member” rests with the General Assembly of the DRC on the proposal of the Presidency of the DRC and on the basis of submitted application forms.

III.5. Rights and duties of members
Members are obliged to pay their membership fee, but they are not liable for the debts of the DRC. They may participate in the activities of the DRC only if their membership fee has been paid. Members may withdraw from the DRC at the end of a financial year by giving three months advance notice to the President in writing. However, before actual withdrawing, resigning members shall have to fulfil all their obligations towards the Network.

III.6: Exclusion / Suspension of membership
Members may be excluded  for serious cause by discretionary decision by the General Assembly ruling by a majority of two thirds of the votes cast of represented members, after having been given the right to defend themselves. The concerned party should be informed in writing about the planned exclusion 40 days before the General Assembly with a registered letter.

Membership is considered suspended automatically in case of non-payment of membership-fees within 30 days of the second reminder.
A suspended member cannot participate in DRC meetings and activities. The suspended member regains his membership rights as soon as the outstanding payments have been made.

Article IV. Organs

The organs of the DRC are:
1. The General Assembly
2. The Presidency

Article V. The General Assembly

V.1.: Rights and duties of the GA
The General Assembly is the highest body of DRC. It establishes the objectives and determines the fundamental aspects of its policy. It has authority to:
- amend the Statutes of the DRC pursuant to Article IX. of the Statute,
- elect and dismiss the President, the two Vice-Presidents and the Honorary President upon a proposal by the Presidency or one third of the GA members
- approve a report on the activities of the Conference, including its financial situation, since the preceding General Assembly, 

- consider the general policy of the DRC and give guidance to the Presidency for the period until the next General Assembly,
- decide on the requests relating to the admission,
- decide on the exclusion of members for serious cause
- approve the annual budget, including the budgets for designated activities, and decide the amount and the method of payment of the membership fee as well as the contribution to particular programmes,
- approve the annual financial statements,
- vote on the discharge of the members of the Presidency.

V.2: Convocation
Ordinary meetings of the General Assembly shall be held during the Annual DRC Conference, in principle once a year.
The General Assembly shall be called by the President at least thirty days before the meeting. Convening notices shall contain a provisional agenda of the Assembly.
Working language at the meetings of the GA is English.

V.3.: Extraordinary meetings
Extraordinary meetings of the GA shall be called by the President upon the recommendations of the Presidency or at the request of one third of the members of the DRC who have paid their membership-fee. The convening notice shall be sent out by the DRC secretariat at least thirty days before the meeting, together with a draft agenda and an explanation on the reasons for calling in an extraordinary meeting.

V.4.: Participation / proxy rights
The meetings of the GA may be held physically, or by videoconferencing or conference call. In the case of urgent decisions, decisions can be taken by unanimous written approval. The non physical meetings are ruled by article 10:6/1 and 10:7/1 of the CAC.

Every member institution is represented at the General Assembly by its rector/president or his appointed deputy. Past participants who have ceased to be rectors/presidents and observers according to art. III.2 may also attend.
Each full member has one vote (exercised by one representative), provided it has paid its membership fee.

V.5: Agenda and decision taking
The Programme of each General Assembly shall review the administration of the DRC pursuant to the authority granted to it by the Statute. It shall include discussion of subjects of general academic interest, with a view to enhancing, in particular, the role of teaching and research in the Danube region.

Decisions of the General Assembly shall be determined by the majority of full members present onsite and online at the General Assembly, incorporating the proxy votes. The General Assembly can vote when there is a majority of full members in attendance (physically or virtually present). If this condition is not met, the General Assembly reconvenes in 30 minutes and the members present vote.  A vote is successful if the majority of the attendees vote for the motion.

Full members who cannot attend may be represented at the General Assembly by other full members by sending a proxy form to the DRC secretariat. In this case each full member attending the General Assembly may have a maximum of three proxies.
The Chairman of the General Assembly shall be the President of the DRC in office, or a person designated by him.
The deliberations of the General Assembly shall be minuted and signed by the Chairperson of the session and countersigned by the Secretary General or, failing that, by one of the members of the Presidency. The minutes will be sent out to all members.

Article VI. The Presidency

VI.1.: Constitution
The DRC Presidency is to consist of at least 4 board members: a President, two Vice-Presidents and the acting Honorary President.
The DRC Presidency is the governing board as meant in article 10:9 of the CAC.
VI.1.a: the Honorary President:
The Honorary President is proposed in writing by a representative of a member institution to the Presidency.
Only previous DRC Presidents can be nominated as Honorary presidents; and these nominations shall take place at the earliest two years before the term of function of the current Honorary president expires. The written proposal has to explain the reasons why the nominee qualifies for this function (e.g. special achievements for the DRC during his/her presidency). In case of different suggestions, the Presidency decides.
After the approval of the Presidency, the honorary president is proposed by the President to the GA to be elected.
The Honorary President does not have the right to vote and his/her term as a member of Presidency is limited to four years. The title -- Honorary President of the DRC – itself is lifelong.
VI.1.b: the Presidency
The President and Vice-Presidents of the DRC are elected for a 2-year period of function, during which each of them has to organise the Annual conference at his/her university at least once. The DRC president will have one assistant who supports him/her to keep regular contact with the DRC secretariat.
The Presidency shall be composed of Rectors of universities that are full members of the DRC. The presidency is elected by the GA, following nominations sent to the DRC secretariat after a call for candidates has been sent to all members. If the President (Vice-president) ceases to be the Rector, he/she can complete his/her term of office, provided his/her university still supports him/her in doing so.
Unless another rule in these statutes or the CAC, decisions can be taken by the Presidency regardless the number of members present or represented.
The Presidency is a collegiate organ. Decisions shall be taken by a single majority of votes.
The permanent DRC secretariat is the Institute for the Danube Region and Central Europe (IDM), Hahngasse 6/24, 1090 Vienna.
VI.2.: Rights and duties of the Presidency/President
The President may call and shall preside at meetings of the General Assembly, the Presidency and conferences.
The Presidency maintains effective relations with the national conferences and with the international organizations, both governmental and nongovernmental, which have a special interest in university affairs.
The Presidency is responsible to the GA on all activities of the DRC. The president presents an annual activity report at the GA.
The Presidency is responsible for the management of the DRC. The Presidency shall administer the Association according to the general strategy and policy approved by the General Assembly, and shall decide in particular about projects related to education, training and research organised by the Association. The Presidency shall also decide about publications, like proceedings of conferences, reports, surveys….
Representation of DRC in and out of court, in legal acts, etc. shall be done by two members of the Presidency acting jointly, one of which should be the President
The President is entitled to represent the DRC alone in the following aspects:
-    Relations with national and international organisations
-    Authorization of payments effected by the DRC secretariat for amounts not exceeding 5.000 EURO
All engagements involving payments exceeding 5.000 EURO should be preliminary authorised by all Presidency members.

Article VII. Membership-Financial year

VII.1: Membership fees:
Member universities pay annual membership fee to the account of the DRC Secretariat. The membership fee is determined by the GA on the proposal of the Presidency.

The membership is due on March 31 annually – by this date an invoice will be sent out. If a member fails to pay the membership fee within 30 days after the second reminder, the member his membership is considered suspended automatically. (see Article III)
The financial resources of the DRC are membership fees, contributions from the national governments, particularly ministries responsible for higher education, foundations (e.g. for specific projects), sponsors and others.
The DRC funds are placed permanently at an account administered by the DRC secretariat.
VII.2: Financial year
The financial, as well as the presidency year of the DRC shall run from January 1 to December 31, annually.

As from the moment that the DRC as International Non-Profit Association (INPA) falls within the scope of art. 3:47, § 6 of the CAC with regard to its last ended fiscal year, the General Assembly must appoint between the members of the Belgian Institute of Company Auditors a statutory auditor who will be in charge of monitoring the financial situation, the annual accounts and the regularity of the operations included herein, pursuant to the legal and statutory provisions in this matter. The General Assembly also determines the remuneration of the auditor. The statutory auditor is appointed for a term of 3 years.

Article VIII. Legal Domicile

For the purposes of legal incorporation, the DRC is organized as a non-governmental organization. Its registered office is at 

Zwartzustersstraat 14, 3000 Leuven, in the Flemish Region.

 

The registered office may be transferred to any other place within Belgium by decision taken by a simple majority of votes cast by the members of the Presidency (Board) who are present or represented. It can under no circumstances be transferred to any other location abroad.

 

Every act recording the transfer of the registered office must be filed (in extenso) with the association’s file kept in the clerk’s office of the Commercial Court where the registered office is located and must be published in the Annexes to the Belgian Official Gazette.

Article IX. Amendment of the Statute

This Statute may be amended, upon proposal of the Presidency or at the written request of ten full members, which must be sent to the President at least 2 months before the date of the GA. The President shall, in turn, inform the full members of any proposed amendments at least 30 days before the meeting. The GA shall take its decision by a two-thirds majority of the full members, whose subscriptions have been duly paid, present or represented. Amendments to the Statute become effective the day after being accepted by the GA. Amendments of the Statute shall be determined by the majority of full members present onsite and online at the General Assembly, incorporating the proxy votes. The General Assembly can vote when there is a majority of full members in attendance (physically or virtually present). If this condition is not met, the General Assembly reconvenes in 30 minutes and the members present vote.  A vote is successful if the majority of the attendees vote for the motion.

 

The Association should be governed in accordance with the valid version of the statutes at any given time. Changes to the statutes are not retroactive.

Following to article 2 :5, §4, 1° CAC, an amendment to the articles of association on one of the following items must be established by a notarial deed: 

• the powers of the General Assembly, the manner that it is convened, the decision-making by the General Assembly;
• the conditions under which the resolutions of the General Assembly are reported to the members,
• the conditions for amending the articles of association;
• the conditions for dissolution and liquidation of the INPA and the disinterested purpose to which the association’s nets assets should be allocated at its dissolution.

When the purpose of the Association as mentioned in these statutes is changed or in case of dissolution of the association, a royal decree is needed to confirm.

Article X. Dissolution

Without prejudice to the powers of the Minister of Justice and article 2 :113, §1 of the CAC, the voluntary dissolution of the association is adopted by the General Assembly, that appoints a liquidator if required, and determines his powers.

 

The DRC may be dissolved by a vote taken at a General Assembly in which a two-thirds majority of the full members, whose subscriptions have been duly paid, present or represented is required. The majority of the full members must be present or represented for valid deliberation.
In the event of dissolution the assets of the DRC shall be divided to the member universities non-profit organisations, according to their past contribution, unless the GA shall otherwise determine.

Article XI. Conflict

In case of conflict the Dutch version of the statutes takes precedence over the English version of the statutes.