Articles of Association: The Mobility Factory
Due to the Belgian language legislation, the original version of these Articles of Association are written in Dutch. In case of any contradictions or differences in interpretation between the present version in English and the one in Dutch, the Dutch language version shall prevail and serve as a reference.
In the case of matters not regulated by these Articles of Association, The Mobility Factory SCE shall be governed by Council Regulation (EC) No 1435/2003 of 22 July 2003 on the Statute for a European Cooperative Society and by the Belgian Company Code.
Chapter I. Legal form – object
Article 1. Legal form, name and office
The company is a European Cooperative Society (SCE) with limited liability. Its name is The Mobility Factory. The Mobility Factory SCE has its siege registered in Milcampslaan 105, 1030 Brussels, Belgium. The company’s registered office may be transferred to a different location by decision of the General Meeting.
The words “European Cooperative Society with limited liability” or the acronym “SCE” shall appear immediately before or after the name of the company in all deeds, invoices and documents issued by the The Mobility Factory.
Article 2. Objective
The main objective of The Mobility Factory is to provide goods and services to its members, which they will use to offer sustainable mobility solutions to their local community, for the satisfaction of at least their members and possibly also non- members needs. The Mobility Factory will not extend the benefits of its activities to non-members. The Mobility Factory may perform all activities and legal acts that are directly or indirectly related to its objective.
Article 3. Duration
The Mobility Factory SCE is incorporated for an indefinite term.
Chapter II. Capital - shares
Article 4. Capital
The company’s capital is not subject to limitations, it is variable in accordance with the number of cooperative members and their participation. The starting capital is € 30.000; the subscribed capital of the The Mobility Factory may not fall below € 30.000 by repayment of membership shares.
Article 5. Shares
There are 2 categories of shares:
- Shares A, which designate shares owned by cooperative enterprises (or organisations working in a cooperative way, as laid down in the Internal Rules) which are providing or aspiring to provide sustainable mobility solutions.
- Shares B, which designate shares owned by investor (non-user) members. Both categories of shares have a nominal value of € 1.000. The Board of Directors can decide for a share premium for B-shares. All shares must be paid in full immediately. Shares cannot be transferred.
Chapter III. Members
Article 6. Members
There are two possible member classes, i.e. A and B. They are the holders of shares A and shares B respectively. Membership applications require a declaration to the Board of Directors of The Mobility Factory. Candidates must subscribe to the number of shares as laid down by the Internal Rules and Regulations and candidates must be accepted by the Board of Directors. The Board of Directors motivates a possible refusal of membership. By requesting membership of The Mobility Factory, applicants accept the present Articles of Association and the Internal Rules and Regulations of The Mobility Factory. Moreover, they accept the governance structure of the society and agree to comply to the decisions taken by the General Assembly and the Board of Directors. Members can at any time require for acquiring additional shares; this shall be made in writing to the Board of Directors who decides.
Article 7. Index of members
The Mobility Factory will keep an index of members at its registered office in Brussels where it can be consulted by the members upon request. The Board of Directors is responsible for these registrations, which are based on date and signed documents with evidential value. These are recorded in the sequence of their presentation.
Article 8. Liability
Members are liable for their contribution to the capital of The Mobility Factory. So no member shall be liable for more than the amount he has subscribed.
Article 9. Members’ rights and obligations
All members are obliged to support the The Mobility Factory to the best of their ability. Every member must comply with the legal provisions, the Articles of Association, the internal Rules and Regulations and the decisions by the General Assembly and the Board of Directors.
Article 10. End of membership
Membership of The Mobility Factory ends upon resignation, upon expulsion, upon winding-up or upon bankruptcy of a member-legal entity.
Article 10.a. Resignation
A member who wants to resign from The Mobility Factory, shall file a written request for this purpose to the Board of Directors at least by June 30th of the year in which he wishes to withdraw. The Board of Directors of the The Mobility Factory shall decide on the resignation and may, in this context, consider arguments like financial situation, the continuity of The Mobility Factory or compliance to contractual commitments to make a decision. The Board of Directors may reject the request for resignation but shall justify its decision. In order to protect the continuity of The Mobility Factory and unless the Board of Directors decides otherwise, a resignation is only possible five years after the start of their membership. Partial withdrawal is possible under the same conditions as mentioned above.
Article 10.b. Expulsion of members
The Board of Directors may expel any member, given reasonable cause or if the member acts in a manner that is manifestly contrary to the objectives or interests of The Mobility Factory. The decision to expel a member shall be taken after the member has been heard.
The decision of expulsion can be appealed at the General Assembly. The appeal must be declared in writing to the Board of Directors of The Mobility Factory within 30 days after receiving the decision on expulsion.
Article 11. Reimbursement
Resigning, withdrawing or expelled members are entitled to a reimbursement of their investment. The value of the reimbursement shall entitle the A-member to repayment of his part of the subscribed capital, this is the amount that was actually deposited by the member upon his subscription to the capital. For B-members, the value of the reimbursement shall be calculated by reference to the balance sheet for the financial year in which the entitlement to repayment arose. If a reimbursement is due, it shall be paid within six months following approval of the financial statements by the general assembly, subject to the withdrawing member having met all of his contractual obligations with respect to The Mobility Factory. The Board of Directors can deviate from this term of six months and can spread the payment over a maximum of two years; this decision must be motivated. The resigning, withdrawing or expelled members don’t have any other rights with respect to The Mobility Factory.
Article 12. Collection of share value
In the case of death, bankruptcy, manifest insolvency or interdiction of a member, his heirs, beneficiaries, successors or creditors are entitled to the reimbursement of the value of his shares in accordance with Article 11. The members and beneficiaries or successors of a member cannot demand liquidation of The Mobility Factory, nor have the assets of The Mobility Factory placed under seal or request an inventory of these assets. When exercising their rights, they shall comply with the Articles of Association, the Internal Rules and Regulations, the financial statements and the decisions by the Board of Directors and the General Assembly.
Chapter IV. Administration
Article 13. Administration of The Mobility Factory
The Mobility Factory is administered by the Board of Directors comprising at least four and maximum nine directors, whether or not members, appointed by the General Assembly for a period of six years. Resigning directors are eligible for re- election.
Not more than one quarter of the posts available may be filled by B-members. The directors may be natural persons or legal entities. If a legal entity is appointed as a director, a natural person shall be appointed as its fixed representative, who is instructed to complete the assignment on behalf of and for the account of the legal entity. The mandate of director is not remunerated, although they may receive a compensation for expenses as long as it has been approved by the General Assembly and as long as it is not a tantième. Within eight days after their election, directors must file an extract from their letter of appointment with the registrar’s office of the Commercial Court.
Article 14. Board of Directors
The Board of Directors elects a chairman amongst the directors of category A. If the Chairman is absent or unable to attend, his duties shall be performed by the oldest director of category A. The Board shall meet upon convocation by the Chairman, either on his own initiative or at the request of any director, and whenever this is required in the interest of the The Mobility Factory. The Board of Directors meets either in person at the location specified in the convocation notice, or electronically by means of ICT tools allowing the directors to communicate with one another simultaneously. In addition, it’s also possible to convene a Board Meeting where some directors are physically present while others join electronically. With the exception of urgent cases ‐ which must be duly justified in the minutes of the Board meeting ‐ the deliberations of the Board are only valid if two third of the Board members are present or represented. Decisions in the Board are made by simple majority. The votes are casted by a raise of hands, unless the vote concerns person‐related issues. In the latter case, the vote is done by secret ballot. In case of equal votes, the chairman has a casting vote. A director may instruct another director to replace him and vote in his stead at the meeting by letter or email. All proxies must be communicated to the Chairman by the start of the meeting. Each director may only represent one other director.
Article 15. Director vacancy
If the office of a director becomes vacant, the other directors may appoint a provisional substitute. In this case, the appointment must be presented for approval at the subsequent General Assembly. The new director shall complete the term of the person he replaces. Whenever a director ceases to be a member of The Mobility Factory, his position as director will be terminated immediately.
Article 16. Powers
The Board of Directors has the broadest authority to take any action which is required or useful to pursue the object of the The Mobility Factory. It is authorised to decide on all matters that are not explicitly reserved to the General Assembly by law or by these Articles of Association.
Article 17. Powers of delegation
The Board of Director may entrust the management of The Mobility Factory to one or more individuals, who may or may not be members of the Board of Directors. They shall represent The Mobility Factory individually, jointly or as a collective body, as defined by the Board of Directors. The person in receipt of the powers of day-to-day administration shall bear the title of “manager” or, if he is also a director, the title of “managing director”. The Board of Directors and all individuals responsible for day-to-day administration may, within the context of their respective powers, grant special or limited powers of attorney for one specific activity or a series of specific activities to one or more proxies. These proxies shall bind The Mobility Factory within the limits of the powers granted to them.
Article 18. Representation of The Mobility Factory
With the exception of special delegations, The Mobility Factory shall be duly represented by two members of the Board of which one of them is either the chairman or the managing director.
Article 19. Audit
Insofar as this is required by law or if the General Assembly decides on it, The Mobility Factory shall be audited by one or more auditors appointed by the General Assembly. If no auditor is appointed, each member individually has the investigation and inspection powers of an auditor. He may be represented or assisted by an accountant. By way of derogation from the above, the investigation and inspection powers of the individual members may be transferred to one or more members entrusted with audits, as appointed by the General Assembly. They may not perform any other tasks or accept any other office in The Mobility Factory. They may be represented or assisted by an external accountant.
Chapter V. General Assembly
Article 20. Composition and powers
The General Assembly consists of all members. It has the powers attributed by law and by these Articles of Association. The duly constituted meeting represents all members. Its decisions are binding upon all members, even if they are absent or voting against the decision.
Article 21. Convocation
The General Assembly is convened by the Board of Directors by a notice to all members in writing sent by any available means. Such written notice shall be given observing a notice period of at least 30 days between the date on which the notice is received and the date of the General Assembly. This deadline may be reduced to 15 days in urgent matters. The General Assembly shall meet whenever this is required in the interest of The Mobility Factory and at least once every year. Unless otherwise provided in the convocation, the annual meeting of the General Assembly will be on the first Monday of June to decide on the financial statements of the previous financial year and on the discharge of directors and, as the case may be, the auditor(s) or the members responsible for inspection. The General Assembly meets at The Mobility Factory’s registered office or at any other location specified in the convocation notice. In addition, these Articles of Association offer members the possibility of participating in the meeting without being physically present, as defined in Article 382a of the Belgian Company Code. The practical details of this participation will be specified in the Internal Rules and Regulations. The General Assembly is chaired by the chairman of the Board of Directors or, if he is absent or unable to attend, by the oldest director of category A. The chairman of the General Assembly shall appoint a person responsible for drawing up minutes, who does not have to be a member.
Article 22. Proxies
A member may appoint another member to represent him or her at the meeting by means of a written proxy. Each member may only hold a single proxy.
Article 23. Voting rights
Each member has one (1) vote at the General Assembly, regardless of the number of shares he holds. Nevertheless, B-members may not together have voting rights amounting to more than 25% of total voting rights.
Article 24. Decisions
The number of members present at the General Assembly does not affect the validity of the deliberations and decisions. Beside the exceptions defined by law or in these Articles of Association, the General Assembly decides by a simple majority. The votes are issued by a show of hands, unless the vote concerns person-related agenda items. In case of the latter, the vote is by secret ballot. Abstentions are not taken into account. With the exception of urgent cases, the General Assembly can only deliberate validly on issues that are on agenda.
Article 25. Amendments to the Articles of Association
A general meeting may amend the Articles of Association the first time it is convened only if the members present or represented make up at least half of the total number of members on the date the general meeting is convened, and the second time it is convened on the same agenda no quorum shall be necessary. Amendments to the Articles of Association can only be approved by a 2/3 majority of the votes casted.
Article 26. Changes to the company’s object
When the General Assembly must decide on a change to the object of The Mobility Factory, as formulated in Article 2, the quorum must reach at least half of the total number of members on the date the general meeting is convened and in addition, at least half of the company’s capital must be present. If this condition is not met, a new meeting with the same agenda must be called and no quorum shall be necessary. The Board of Directors shall provide a detailed rationale for the proposed change to the company’s object in a report attached to the agenda, including a statement of assets and liabilities of the company created within the last three months. A change to the company’s object can only be approved by a 4/5 majority of the votes casted.
Chapter IV. Balance sheet - Appropriation of Profits
Article 27. Financial year
The financial year shall run from 1 January to 31 December. The first business year shall start on the date on which The Mobility Factory is registered and end on 31 December in the following year.
Article 28. Annual report
At the end of the financial year, the Board of Directors shall prepare the inventory and the financial statements to be presented at the General Assembly. No less than thirty days before the General Assembly, the Board of Directors shall deliver these financial statements and a final report, to the auditor or to the member responsible for inspection, who will then draw up a report on his audit. The financial statements (comprising the balance sheet and the profit and loss account), the report made by the Board of Directors and the Auditors (or members responsible for inspection) are deposited at the registered office of The Mobility Factory and may be consulted by the members at least fifteen days prior to the General Assembly.
Article 29. Rebate
If the Board of Directors should propose to pay a rebate, it can only be paid to the members proportionally to their transactions with the company.
Article 30. Appropriation of Profits
The General Assembly, at the proposal of the Board of Directors, can decide on the allocation of the balance of the net profits;
- at least fifteen per cent shall be allocated to the legal reserve, until this reserve equals 100% of the starting capital referred to in article 4;
- at least twenty per cent shall be allocated to the distributable reserve;
- the remaining balance can be distributed as a dividend for the deposited share amount. The dividend may not exceed the percentage laid down in the conditions for recognition as a cooperative by the Belgian National Council for Cooperatives. The dividends are paid on the date and in the manner defined by the Board of Directors.
Chapter VII: Dissolution - liquidation
Article 31. Liquidation
The Mobility Factory can be dissolved at any time by decision of the General Assembly. Such decision must be made in accordance with the rules and conditions that apply to the amendments to the Articles of Association as mentioned in article 25. The liquidation method and appointment of a liquidator are determined by the General Assembly. The liquidator shall only take office after his or her appointment has been approved by the Commercial Court. The liquidator has the broadest powers as granted by Articles 183 et seq. of the Belgian Company Code.
Article 32. Final settlement
After payment of all debts and costs of The Mobility Factory, the balance will first be used to reimburse the members as provided in article 11 of these Articles of Association. In case the assets of The Mobility Factory are not sufficient to reimburse the members, payment shall be made on a pro rata basis.
Chapter VIII: Further provisions
Article 32. Internal Rules and Regulations
The Internal Rules and Regulations clarify the rules on how to apply the Articles of Association and the arrangement of the internal procedures of The Mobility Factory which are considered to be of interest to the company, without other limitations than those imperative provisions defined by law. The Internal Rules and Regulations are drawn up or amended by the Board of Directors and must be approved by the General Assembly. Together with the Articles of Association, the Internal Rules and Regulations constitute the agreement of The Mobility Factory.
Article 33. General provision
If any of the provisions of these Articles of Association should violate compelling legal stipulations, that article shall be regarded as not having been written, so that the validity of the remaining articles shall be unaffected.