The Cancer Drug Development Forum – CDDF is the platform for all stakeholders involved in the development of cancer drugs.

CDDF Statute

Articles of Association, FINAL – August 19, 2019

 

 

CANCER DRUG DEVELOPMENT FORUM

 

THE ENGLISH VERSION OF THE ARTICLES OF ASSOCIATION IS AS FOLLOWS:

 

I NAME – LEGAL FORM – REGISTERED OFFICE – DURATION
1. NAME – LEGAL FORM

1.1 Name

1.1.1 The name of the association is Cancer Drug Development Forum (the “Association”).

1.1.2 The Association may also use the abbreviation “CDDF”.

1.1.3 All deeds, invoices, announcements, publications, websites, and other documents, whether or not in electronic form, originating from the Association, shall contain the Association’s name, immediately preceded or followed by the words “not-for profit association” (“association sans but lucratif”) or the abbreviation “NPA” (“asbl”), the address of the Association’s registered office, the enterprise number, the word “register of legal entities” or the abbreviation “RLE”, followed by a mention of the court of the registered office of the Association, the email address and website of the Association, if applicable, and, the fact that the Association is in liquidation, if applicable.

1.2 Legal Form

1.2.1 The Association is a not-for-profit association (“association sans but lucratif”) governed by the provisions of Book 9 and other applicable provisions of the Code of Companies and Associations dated 23 March 2019 (published in the Belgian State Gazette on 4 April 2019), as amended from time to time.

2. LEGAL SEAT

2.1 The legal seat of the Association is located in the Region of Brussels-Capital.

2.2 The address of the legal seat may be transferred by a decision of the Board of Directors provided such transfer does not result in the obligation to change the language of the articles of association by virtue of applicable legislation. If the transfer requires a change of the language of the articles of association, only the General Assembly will have the power to take such
decision thereby complying with the provisions applicable to a modification of the articles of association. Any change to the location of the legal seat of the Association shall be filed with the clerk’s office of the enterprise court competent for the judicial district in which the legal seat is located and shall be published in the Annexes to the Belgian State Gazette.

2.3 The Association may also set up administrative and operational offices, branches, subsidiaries and affiliates, both in Belgium and abroad, by a resolution of the General Assembly.

3. DURATION

3.1 The Association is formed for an indefinite duration.

 

II PURPOSE – ACTIVITIES
4. PURPOSE

4.1 The not-for-profit purposes of the Association shall be as follows:

a) To provide a neutral and independent platform and a network for open and productive communication with all stakeholders (esp. regulatory agencies, patient advocacy groups, health technology assessment institutions, health-care third party payers, medical researchers, and the pharmaceutical industry) involved in the development of anti-cancer therapeutics and the promotion of human health;
b) To promote the development of new treatments for cancer;
c) To promote, expand and improve as well as innovate scientific and regulatory methods, research projects, knowledge and publications in the treatment of cancer with a focus on the development of new therapies.

5. ACTIVITIES

5.1 In furtherance of these purposes, the Association may undertake the following activities:

a) Organizing and holding lectures, meetings, multi-stakeholder workshops and conferences that bring different stakeholders, involved in cancer drug development, into a productive dialogue in a neutral space that is not dominated by conflicts of interest.
b) Publishing scientific contributions and joint statements in journals and electronic data carriers;
c) Taking steps to improve public knowledge of science and research.

5.2 Besides, the Association may enter into any other activities and undertake any other actions that are necessary or useful for the realization of the aforementioned purposes. Among other things, the Association can collaborate with, grant loans to, provide guarantees for the obligations of, invest in the capital of, or, in any manner, directly or indirectly, take participations in other legal entities, associations, bodies and companies of private or public nature, governed by Belgian or foreign laws.  

 
III MEMBERSHIP
6. NUMBER OF MEMBERS

6.1 The number of Members is not limited. There is a minimum of seven Full
Members.

7. CATEGORIES OF MEMBERSHIP

7.1 The membership of the Association shall consist of individuals only.

7.2 There shall be two categories of Members: Full Members and Honorary Members.

7.3 Full Members and Honorary Members have the right to attend the meetings of the General Assembly, to participate in the events and activities of the Association, and to receive Association publications.

7.4 Each Full Member has one vote. Honorary Members do not have voting rights but have a right of voice at meetings of the General Assembly. Honorary Members cannot be elected as Board members.

8. ADMISSION – CONDITIONS FOR MEMBERSHIP

8.1 The Board of Directors will invite individuals to apply for membership who shall then apply in writing to the Board of Directors of the Association. The decision to approve or refuse a candidate belongs to the discretionary powers of the Board of Directors. Candidates for Membership should be already engaged in activities of the Association and should be willing to continue to do so.

8.2 Candidates for Honorary Membership must be nominated by at least two Full Members or two Board members and shall be approved based on their special merits for the Association.

8.3 A decision to approve the candidacy for Honorary Membership should be approved unanimously by the Board of Directors.

8.4 Any candidate for any category of membership should be free from any conflict of interest that would prevent such candidate from providing independent support to the Association. The number of Members who are employees of the pharmaceutical industry should be restricted to a maximum of one quarter of the Members in each category.

9. MEMBERSHIP FEES

9.1  Full Members shall pay an annual membership fee of maximum one (1) euro. The amount of the annual membership fees shall be determined by the Board of Directors.

9.2  The annual membership fee, to the extent applicable, is payable in advance in the first thirty (30) days following the receipt of the invoice.

9.3 Any Full Member failing to pay the annual membership fee will be issued with a registered notice of default that may become a matter for possible suspension or expulsion in accordance with the provisions of article 10.

9.4 Honorary Members are not required to pay a membership fee.

10. TERMINATION OF MEMBERSHIP

10.1 Resignation

10.1.1 Any Member wishing to resign must give notice in writing (letter, email, etc.) to the Board of Directors. A notice period of at least three (3) months should be respected. The duration of the notice period can be altered if so agreed by the resigning Member and the Board of Directors.

10.1.2 A Member remains liable to pay the full membership fee for the financial year in which the notice of resignation enters into force.

10.2 Suspension of membership

10.2.1 In case of urgency, the Board of Directors may temporarily suspend a Member
in case of:

a) a conflict of interest as set out in Article 8.4;
b) failure to pay the annual membership fee for more than 24 months
provided a registered letter with a notice of default has been sent;
c) acts or behaviour likely to harm the interests of the Association;

d) serious breaches of the articles of association, internal rules, any codes of practice or codes of conduct, or any decisions of the governing bodies of the Association.

10.2.2 Prior to any such vote, the Member concerned will have the right to be heard by the Board of Directors either in person, via telephone or video conference or in writing.

10.2.3 Suspension of membership shall be notified by registered letter to the Member concerned. The Board of Directors shall mention in said letter the reasons for its decision.

10.2.4 Suspension will last until the earlier of (i) the revocation of the suspension by the Board of Directors based upon corrective action of the Member, (ii) in case of suspension of an Honorary Member, the decision of the Board of Directors
to exclude the Member, (iii) in case of suspension of a Full Member, the decision of the General Assembly on the exclusion of the Member.

10.2.5 In case of suspension of a Full Member, the decision on the exclusion of such Member shall be listed on the agenda of the next meeting of the General Assembly after the suspension that has not yet been convened on the date of the suspension. In case the General Assembly decides not to exclude the Full Member, the suspension shall automatically come to an end.

10.3 Expulsion

10.3.1 The General Assembly may exclude a Full Member for the same reasons as set out under Article 10.2.1. The Board of Directors may exclude an Honorary Member for the same reasons as set out under Article 10.2.1.

10.3.2 Prior to any such vote, the Member concerned will have the right to be heard by the competent body either in person, via telephone or video conference or in writing.

10.3.3 A decision to exclude a Full Member shall be adopted in accordance with the quorum and majority requirements applicable to a modification of the articles of association.

10.3.4 Termination of membership shall be notified by registered letter to the Member concerned. The reasons for the exclusion shall be mentioned in the said registered letter.

10.4 Termination in mutual agreement

10.4.1 Membership can be terminated at any time in mutual agreement between the Member concerned and the Board of Directors. The whole membership fee for the year in which the termination becomes effective remains due.

10.5 Consequences of resignation, suspension, expulsion and termination

10.5.1 A Member that is suspended or excluded loses all rights defined in the present articles of association, upon notification of suspension or exclusion as described above.

10.5.1 A Member that resigns or whose membership has been terminated otherwise loses all rights defined in the present articles of association with effect from the day on which the resignation or termination becomes effective.

10.5.2 No Member who has resigned, has been suspended or excluded or whose mandate has been terminated (nor his successors or beneficiaries) will have any right to the assets including the documentation of the Association, nor to any
reimbursement of the membership fees or donations. Nor can such Member claim or demand financial statements or accounts, affixing of seals, or an inventory.

10.5.3 If such Member has any debt towards the Association, such debts shall immediately become due and payable.

 
IV GENERAL ASSEMBLY
11. POWERS OF THE GENERAL ASSEMBLY

11.1 The General Assembly is the sovereign authority of the Association. The following powers are reserved for the General Assembly:

a) The appointment and dismissal of Board members and the determination of their remuneration, if applicable;
b) The appointment and dismissal of the auditor(s) and the determination of his/her/their remuneration;
c) Granting of discharge from liability to the Board members and the auditor(s);
d) The approval of the annual accounts and the budget;
e) The approval of the annual report and the approval of the annual program adopted by the Board of Directors;
f) The appointment and termination of the appointment of the Chairperson, Deputy Chairperson and Treasurer from among the Board members;
g) The exclusion of Full Members;
h) The modification of the articles of association;
i) The dissolution of the Association, appointment of one or more liquidators and the allocation of the net assets after liquidation;
j) The decision on the transfer of the legal seat if this mandatorily implies a change of the language of the articles of association;
k) The ratification of the transactions between the Association and the members of the Board of Directors;
l) The conversion of the Association in an international not-for-profit association or in a (recognized) cooperative company (recognized as) social enterprise;
m) Any other powers attributed to the General Assembly by virtue of applicable law or these articles of association from time to time.  

12. POSITION OF THE GENERAL ASSEMBLY – VOTING RIGHTS

12.1 The General Assembly consists of the Full Members. It is presided over by the Chairperson, or in his or her absence, by the Deputy Chairperson. In case of absence of the Deputy Chairperson, he or she will be replaced by the Treasurer and in the latter’s absence by the Managing Director.

12.2 Each Full Member has one vote.

12.3 Honorary Members as well as Industry Partners are invited to the meetings of the General Assembly, but only in a consultative capacity.

12.4 The Director of Operations attends the meetings of the General Assembly, without voting right.

13. MEETINGS OF THE GENERAL ASSEMBLY

13.1 At least once a year, in the first half of the year, an ordinary General Assembly meeting shall be convened by the Chairperson, by way of letter, fax, email or any other means of communication specified in article 2281 of the Civil Code, at least fifteen (15) calendar days before the meeting. The notice of convocation shall indicate the proposed agenda, date and time decided by the Board of Directors and shall contain a request for proxies.

13.2 Convening notices are sent to all Members, Industry Partners, Board members and to the auditor of the Association (the latter if applicable).

13.3 At this annual meeting, the General Assembly shall at least resolve upon the budget, the annual accounts of the previous financial year, and the release of liability to be granted to the Board of Directors members, and, if
applicable, to the auditor(s).

13.4 Urgent items that are not listed on the agenda may be discussed and decided if all the Full Members present at the General Assembly meeting agree.

13.5 An item shall be added to the agenda of a General Assembly meeting if so requested by a Full Member. This item shall be added to the agenda of the next meeting of the General Assembly for which the convening notice has not yet been sent out on the date the Board of Directors receives the request.

13.6 Additional General Assembly meetings shall be convened whenever the Board of Directors considers that the interests of the Association so require or upon the request of two members of the Board of Directors or upon the request of at least ten (10) percent of the Full Members. In the latter case, a registered letter bearing the signatures of the Full Members concerned and indicating the agenda items shall be sent to the Chairperson and a General Assembly meeting shall be convened within a period of maximum 28 days following receipt by the Chairperson of the registered letter and the General Assembly meeting shall be held within a period of maximum 60 days following receipt by the Chairperson of the registered letter.

13.7 For these additional General Assembly meetings the same notice and convening formalities as set out for the annual meeting apply.

13.8 A meeting of the General Assembly may be held via any means of telecommunication allowing an effective and simultaneous deliberation between all participants, such as a telephone or video conference. A Full Member taking part in such a conference shall be deemed to be present in person at the meeting and shall be entitled to vote and be counted in for quorum requirements. Without prejudice to the foregoing, an effort should be made to hold at least one physical General Assembly meeting per year.

13.9 In exceptional circumstances, where the urgency of the matter and the interests of the Association so require, resolutions of the General Assembly may be approved by unanimous written consent of all Full Members.

13.10 A Full Member is deemed to have been properly notified of a meeting if he or she attends the meeting or is represented at such meeting. A Full Member may also waive his or her right to complain about lack or irregularity of notice before or after a meeting which he or she does not attend. In the event that all Full Members are present or represented at a meeting there is no need to provide evidence of a prior convening notice.

13.11 Full Members who are unable to attend a General Assembly meeting may designate another Full Member to exercise their vote upon the delivery of a written proxy to the Chairperson. Any Full Member may carry up to three
proxies.  

14. QUORUM AND MAJORITY REQUIREMENTS

14.1 Except if otherwise provided in these articles of association or applicable law, the General Assembly can validly deliberate irrespective of the number of Full Members present or represented at a meeting.

14.2 Except if otherwise provided in these articles of association or applicable law, the decisions of the General Assembly are adopted by simple majority of the votes cast by present and represented Full Members. Abstentions and blank votes are considered not to have taken part in the voting. In case of a tie, the Chairperson, or, in his absence, the person replacing the
Chairperson, shall have a casting vote.

14.3 Votes on persons (e.g. the appointment of Board members) shall in principle
be conducted by secret ballot.

15 RESOLUTIONS

15.1 Resolutions of the General Assembly are recorded in minutes and shall be signed by the Chairperson. Draft minutes shall in principle be circulated via mail, CD-ROM, electronic storage devices such as USB sticks or any other means of written or electronic communication within one week after the meeting. The minutes shall be formally approved at the next General Assembly meeting. In case of urgency, minutes of a General Assembly meeting can be approved at the end of the same General Assembly meeting. The minutes shall be at the disposal of the Full and Honorary Members of the Association at its registered office.

 
V. BOARD OF DIRECTORS
16. COMPOSITION OF THE BOARD OF DIRECTORS

16.1 The Association shall be managed by a Board of Directors consisting of at least five (5) Board members.

16.2 Without prejudice to what is set out in Art. 18.3, the General Assembly shall appoint the Board members. Board members should be Full Members. Full Members who are employed by a company who is an Industry Partner or that has a similar influence on the budget of the Association cannot become a member of the Board of Directors.

16.3 The General Assembly shall also appoint the following Board officers Chairperson, Deputy Chairperson and Treasurer from among the Board members.

16.4 The Board of Directors shall appoint the Managing Director from among the Board members.

16.5 The Chairperson of the Association shall chair the meetings of the Board of Directors and of the General Assembly and shall act as spokesperson of the Association.

16.6 The Deputy Chairperson shall act for the Chairperson in his or her absence.

16.7 The Treasurer will supervise the financial situation of the Association and will be responsible for the preparation of the annual accounts and the budget.

16.8 The annual report and the annual program are prepared by the Managing Director in collaboration with the Board.

16.9 The Director of Operations of the Association shall attend Board meetings, unless decided otherwise by the Board of Directors. The Director of Operations does not have voting right.

16.10 The Board of Directors can decide to invite third parties to a Board meeting in a consultative capacity, without voting rights. 

17 POWERS OF THE BOARD OF DIRECTORS

17.1 The Board of Directors is vested with the powers of management and administration of the Association. The Board of Directors disposes of the residual powers and shall operate as a collegiate body.

17.2 The Board of Directors will ensure that all activities of the Association are conducted independently from the financial or other influence of any individual pharmaceutical company or any other influence that could introduce bias and challenge the neutrality of the deliberations and activities of the Association.

18 APPOINTMENT – TERM OF OFFICE – END OF OFFICE

18.1 The term of office of the members of the Board of Directors shall be three (3) years. The mandate of a member of the Board of Directors is renewable.

18.2 Every member of the Board of Directors can voluntarily resign by giving three months written notice (letter, email, etc.) to the Chairperson. In case of voluntary resignation by the Chairperson, he or she shall give three months written notice hereof to the Deputy Chairperson. The duration of the notice period can be altered if so agreed by the resigning Board member and the Board of Directors. A Board member is obliged to continue the exercise of his or her mandate if due to the resignation the number of Board members would fall below five (5).

18.3
In case a mandate of a Board member becomes prematurely vacant, the Board of Directors can temporarily replace such Board member. This co-optation will need to be ratified by the next meeting of the General Assembly. In case of ratification by the General Assembly, the mandate of the co-opted Board member will last for the remaining period of the mandate of the Board member that he or she replaces, unless the General Assembly decides otherwise.

18.4
As soon as the Full Membership of a Board member ends, the mandate of the Board member shall automatically come to an end.

18.5
A Board member can be dismissed, at any time, by the General Assembly without the latter having to justify itself.

19 MEETINGS OF THE BOARD OF DIRECTORS

19.1 Meetings

19.1.1 The Board of Directors shall meet at least four (4) times a year and whenever the interests of the Association so require.

19.1.2 Meetings of the Board of Directors are convened at the request of the Chairperson, the Deputy Chairperson, or any other Board member. Notice must be given at least fifteen (15) calendar days prior to the meeting, except in case of urgency. In case of a meeting held via any means of telecommunication, the notice period is at least seven (7) calendar days, except in case of urgency. In case of urgency, the nature of and reasons for the urgency should be specified in the convening notice.

19.1.3 Convening notices are valid if delivered by letter, fax, email or any other means of communications specified in Article 2281 of the Civil Code. A convening notice shall contain the agenda, the place, date and time.

19.1.4 Meetings of the Board of Directors are presided by the Chairperson or in his absence by the Deputy Chairperson. In case of absence of the Deputy Chairperson, he or she will be replaced by the Treasurer and in the latter’s absence by the Managing Director.

19.1.5 Items that are not on the agenda may only be discussed and decided in situations of urgency provided that this has been accepted by all the members of the Board of Directors present at the meeting. The foregoing only applies to matters that require a decision. It does not apply to the communication of information, updates, etc.

19.1.6 A member of the Board of Directors is deemed to have been properly notified of a meeting if he or she attends the meeting or is represented at such meeting. A member of the Board of Directors may also waive his or her right to complain
about lack or irregularity of notice before or after a meeting which he or she does not attend. In the event that all members of the Board of Directors are present or represented at a meeting there is no need to provide evidence of a prior convening notice.

19.1.7 Any member of the Board of Directors may grant a proxy to another member of the Board of Directors in order to be represented at a specific meeting of the Board of Directors. A member of the Board of Directors can only hold three (3)
proxies.  

19.2 Deliberation and Decisions

19.2.1 A meeting of the Board of Directors shall be able to validly deliberate and resolve when at least the majority of its members are present or represented, it being understood that at least two of the following officers should be present at the meeting: the Chairperson, the Deputy Chairperson, the Treasurer or the Managing Director. Unless determined otherwise in these articles of association, every decision of the Board of Directors shall be adopted by a simple majority of the votes cast by the members present or represented at the meeting of the Board of Directors. Each member of the Board of Directors is entitled to one vote. In case of a tie, the Chairperson, or, in his absence, the person replacing the Chairperson, shall have a casting vote.

19.2.2 Meetings of the Board of Directors can also be held via any means of telecommunication allowing an effective and simultaneous deliberation between all Board members, such as a telephone or video conference.

19.2.3 In exceptional circumstances, where the urgency of the matter and the interests of the Association so require, resolutions of the Board of Directors may be approved by unanimous written consent of all members of the Board of Directors.

19.2.4 The resolutions of the Board of Directors are recorded in minutes and signed by the Chairperson. Draft minutes shall in principle be circulated via mail, CDROM,electronic storage devices such as USB sticks or any other means of written or electronic communication within one week after the meeting. The minutes shall be formally approved at the next Board meeting. In case of urgency, minutes of a Board meeting can be approved at the end of the same Board meeting. These minutes are kept at the registered office of the Association. These minutes shall be at the disposal of the Full Members of the Association at the registered office.

20 CONFLICTS OF INTEREST

20.1  In the event that a member of the Board has a direct or indirect interest of a financial nature contrary to a decision to be taken by the Board or to a transaction to be decided upon by the Board, such Board member shall immediately notify the other Board members of his or her conflict of interest.

20.2 The minutes of the Board shall reflect such Board member’s declaration as well as a clarification in relation to the nature of the conflict of interest.

20.3
A Board member faced with a conflict of interest shall not be entitled to take part in the relevant deliberation of the Board and shall not be entitled to vote on the decision giving rise to the conflict of interest.

20.4 The Board of Directors shall comply with all applicable legal reporting obligations in relation to the conflict of interest (including, if applicable, inclusion in the annual report and communication to the auditor) provided by the Code of Companies and Associations.

20.5
A list of current industry affiliations of each of the Board members that could cause potential conflicts of interest shall be maintained by the Director of Operations and reported to the Chairperson. It is the duty of each Board member to update this list regularly, at least every six months. Unclear or unresolved conflicts of interest must be discussed at the next Board meeting.

20.6 The conflict of interest procedure is not applicable to usual transactions that take place against conditions and guarantees that are commonly applicable for such transactions.

20.7 What is set out in this article 20 is without prejudice to the requirement that any transaction between the Association and a member of the Board of Directors will need to be ratified by the General Assembly.

21 REMUNERATION – COSTS AND EXPENSES

21.1 The General Assembly can decide to grant a remuneration to all or some of the members of the Board of Directors for the exercise of their mandate.

21.2 Genuine out of pocket and travel expenses of the Board members can be covered by the Association if and as far as the costs have been properly incurred by the Board members in carrying out the Association’s business.

 
VI DAY TO DAY MANAGEMENT
22 DAY TO DAY MANAGEMENT

22.1 The day-to-day management of the Association is attributed to the Managing Director and the Director of Operations. The Managing Director and the Director of Operations shall be entitled to act individually.

22.2 Day-to-day management in any event includes the actions and decisions that fall within the scope of the day-to-day needs of the Association, as well as the actions and decisions that, for reasons of their lesser importance or their urgent character, do not justify a decision of the Board of Directors. The dayto-day management of the Association shall also include the continuous execution of the decisions of the General Assembly and the Board of Directors.

22.3 The exact scope of the day-to-day management, and in particular the quantitative and qualitative limitations thereof, shall be determined by the Board of Directors.

22.4  In the execution of the day-to-day management, the Managing Director and the Director of Operations shall be assisted by the staff of the Association.

22.5 The Managing Director and the Director of Operations will report to the Board of Directors.

 
VII REPRESENTATION OF THE ASSOCIATION
23 REPRESENTATION

23.1 The Board of Directors is the competent body to represent the Association, towards third parties and in legal proceedings. Besides, the Association shall also be validly represented by two Board members acting jointly, it being understood that one of these Board members should be the Chairperson, Deputy Chairperson, Treasurer or Managing Director.

23.2 For acts within the scope of the day-to-day management, the Association is also validly represented by the Managing Director and the Director of Operations, each with the power to act individually.

23.3 For acts within the scope of their specific powers, the Association is also validly represented by special proxy holders.

 

VIII INDUSTRY PARTNERS’ PLATFORM
24 PURPOSE OF THE INDUSTRY PARTNERS’ PLATFORM

 

24.1 Pharmaceutical companies can join the Association as Industry Partners and will be organized in the Industry Partners’ Platform.

24.2 The Industry Partners support the Association and its mission to establish a neutral, non-competitive space to further develop and innovate drug development in oncology in collaboration with all stakeholders. The Industry Partners’ Platform has the purpose to gather and formulate the Industry Partners’ input towards the mission of the Association.

24.3  Industry Partners support the Association in a manner that is at all times consistent with the non-competitive, neutral and non-commercial platform that the Association offers to all stakeholders and shall be in compliance with all relevant regulations.

25 ADMISSION AS INDUSTRY PARTNER

25.1 Organizations (i.e. companies, associations, etc.) active in the field of cancer drug development that support the purposes of the Association can be accepted as Industry Partner of the Association.

25.2 Organizations wishing to apply for Industry Partner status shall apply in writing to the Board of Directors of the Association. The decision to approve or refuse a candidate belongs to the discretionary powers of the Board of Directors.

26 RESIGNATION AS INDUSTRY PARTNER – TERMINATION OF INDUSTRY PARTNER STATUS

 

26.1 Any Industry Partner wishing to resign must give notice in writing (letter, email, etc.) to the Board of Directors. The resignation of an Industry Partner enters into force on the 1st day of the following calendar year. A notice period of at least six months should be respected.

26.2 The Board of Directors can terminate the Industry Partner status of an organization at any time in case of acts or behaviour likely to harm the interests of the Association or in case of failure to pay the annual financial contribution. The whole financial contribution for the year in which the termination becomes effective remains due.

26.3 Prior to any such vote by the Board of Directors, the Industry Partner concerned will have the right to be heard either in person, via telephone or video conference or in writing.

26.4 Termination of the Industry Partner status shall be notified by registered letter to the Industry Partner concerned. The reasons for the termination shall be mentioned in the said registered letter. 

 

27 COMPOSITION OF THE INDUSTRY PARTNERS’ PLATFORM

 

27.1 The Industry Partners’ Platform shall be composed of representatives of the Industry Partners. Each Industry Partner can name several representatives (e.g. from several departments) to participate in the platform and in other activities.

27.2 The Industry Partners’ Platform shall elect a speaker and a deputy speaker. They will be elected for a period of three (3) years. Re-election is possible. This period can be changed by the Industry Partners’ Platform with a minimum of one (1) year and a maximum of four (4) years. The Board of Directors must be informed on the election results and the period ofelection.

28 POWERS OF THE INDUSTRY PARTNERS’ PLATFORM

28.1 The Industry Partners’ Platform is an advisory body within the Association.

28.2 The Industry Partners’ Platform has the right to make recommendations to the Board. The Industry Partners’ Platform also has the right to request the presence of a delegation of the Board of Directors at a meeting of the Industry Partners’ Platform.

28.3 The speaker and deputy speaker of the Industry Partners’ Platform have the right to request to be heard at the next Board meeting. In case of urgency, a special Board meeting will be convened for this purpose.

28.4 The Industry Partners have the right to attend meetings of the General Assembly in a consultative capacity, i.e. with a right of voice, but without voting right.

29 FUNCTIONING OF THE INDUSTRY PARTNERS’ PLATFORM

 

29.1 The Industry Partners’ Platform shall meet regularly and at least four (4) times per year.

29.2 The Industry Partners’ Platform shall autonomously decide on its order of business, it being understood that its activities should at all times be compliant with the articles of association, internal rules, any codes of practice or codes of conduct, or any decisions of the governing bodies of the Association.

29.3 The Industry Partners’ Platform shall establish its own rules in relation to its functioning.

29.4 At least twice a year the Industry Partners’ Platform speaker and deputy speaker shall have a joint meeting with the Board of Directors. These joint meetings will be convened by the Chairperson of the Association in accordance with the convening formalities set out in the rules of the Industry Partners’ Platform.

29.5 The rules of the Industry Partners’ Platform and the minutes of the meetings of the Industry Partners’ Platform shall be submitted to the Board of Directors.

 
30 INDUSTRY PARTNERS’ CONTRIBUTION

 

30.1 An Industry Partner shall pay a yearly financial contribution. The amount of the financial contribution shall be determined by the Board of Directors after consultation of the Industry Partners’ Platform.

30.2 The financial contribution shall be payable according to what is set out in article 9.2.

30.3 The Industry Partners, if not in delay of their financial contribution, are entitled to participate in all Association workshops, to make suggestions towards the scientific programme of the Association, to join the programme committees and participate in the organization of workshops and scientific meetings, and to be named as an Industry Partner on the website of the Association. The Board will issue a policy containing the details of these privileges of the Industry Partners.

 

IX AMENDMENT OF THE ARTICLES OF ASSOCIATION – DISSOLUTION
31 AMENDMENT OF THE ARTICLES OF ASSOCIATION – DISSOLUTION

31.1 The General Assembly may only deliberate on an amendment of the articles of association or the dissolution of the Association if at least two thirds of the Full Members are present or represented. If this quorum is not reached, a new General Assembly shall be convened which shall validly deliberate, irrespective of how many Full Members are present or represented at the General Assembly meeting. This second General Assembly meeting shall not be held within fifteen (15) days following the first meeting.

31.2 The decision to amend the articles of association and the decision to dissolve the Association shall be adopted by a two thirds majority of the votes cast by present and represented Full Members.

 

31.3 The decision to modify the purpose or the activities of the Association and the decision to dissolve the Association shall be adopted by a four fifths (4/5) majority of the votes cast by present and represented Full Members.

 
X FINANCIAL YEAR – ANNUAL ACCOUNTS – AUDITOR(S)
32 FINANCIAL YEAR

32.1 The financial year of the Association shall coincide with the calendar year
and shall commence on 1 January of each year and shall end on 31 December
of the same calendar year.

33 BUDGET

33.1 Upon submission from the Treasurer the Board of Directors shall prepare the budget for a financial year which shall be approved by the General Assembly within six months of the closing of the previous financial year.

34 ACCOUNTING DOCUMENTS – ANNUAL ACCOUNTS

34.1 The accounting documents and the annual accounts of the Association shall be prepared by the Board of Directors in accordance with applicable legislation. The annual accounts shall be approved by the General Assembly within six months of the closing of the financial year and shall be filed, as the case may be, with the clerk’s office of the competent Enterprise Court or with
the National Bank of Belgium.

35 AUDITOR – RIGHT OF ACCESS OF THE FULL MEMBERS

35.1 In the event that the Association meets the thresholds set out in the Code of Companies and Associations, the General Assembly shall appoint one or more statutory auditors among the members of the Institute of Company Auditors in charge of auditing the financial situation, the annual accounts and the regularity of the transactions to be reflected in the annual accounts of the Association in light of the law and these articles of association. Also in case the abovementioned thresholds are not met, the General Assembly shall still appoint a statutory auditor, a company auditor or an external accountant to audit the financial situation and annual accounts of the Association.

 

XI DISSOLUTION –LIQUIDATION
36 DISSOLUTION

36.1 In case of dissolution of the Association, the General Assembly will appoint one or more liquidators.

37 LIQUIDATION

37.1 Upon the liquidation of the Association, the net assets of the Association shall be allocated to a Belgian or foreign not-for-profit organization pursuing an altruistic purpose that is the same as or that is similar to the altruistic purposes pursued by the Association. The General Assembly shall decide on the beneficiary or beneficiaries of the net assets.

37.2  In case of dissolution and liquidation, the applicable reporting obligations set out in the Code of Companies and Associations shall be complied with. Besides, in those cases where this is required in accordance with the Code of Companies and Associations, confirmation (e.g. of the appointment of the liquidator(s) and the distribution plan) will be requested from the court.

 
XII OTHER MATTERS

38 WORKING LANGUAGE

38.1 The official language of the Association shall be French. The working language of the Association shall be English.
38.2 The articles of association, every decision that needs to be filed or published in the Annexes to the Belgian State Gazette as well as the annual accounts and the annual report will in any event be drawn up into French.

39  INTERNAL RULES

39.1 The Board of Directors can approve, modify and cancel internal rules.

40 CODE OF COMPANIES AND ASSOCIATIONS

40.1 All matters that are not covered by these articles of association shall be governed by the applicable provisions of the Code of Companies and Associations.

Cancer Drug Development Forum asbl
Registered office: c/o BLSI, Clos Chapelle-aux-Champs 30, 1200 Woluwe Saint Lambert, Belgium
Register of legal entities: the French Speaking Enterprise Court in Brussels
Enterprise number: 738.523.752

info@cddf.org
Tel: +32 2 880 62 70