Articles of Association of the not-for-profit (ASBL) Stand Up for Europe

ASBL Stand Up For Europe

This document contains the amendment to the Articles of Association of the not-for-profit (ASBL)
Stand Up for the United States of Europe dated 13 June 2013 and submitted for approval by the
General Meeting of the association of 3 December 2016.

Proposal: Formatted: Left

Throughout the text: Formatted: Left, Indent: First line: 0"

- Replace Majority voting and Simple majority voting by Absolute majority
Formatted: List Paragraph, Left, Bulleted + Level: 1 +
voting Aligned at: 0.25" + Indent at: 0.5"
- Replace General meeting by Convention
- Replace Chairman/Vice-Chairman by President/ Vice-President
- Replace General Secretary by Secretary General Formatted: Font: Arial, Bold, Font color: Black

ARTICLES OF ASSOCIATION

PART 1 GENERAL PROVISIONS

Article 1 - Name, registered office, affiliations and scope of activities

1.1. Through these Articles of Association, the members have established a not-for-profit
association (ASBL), governed by the provisions of the Act of 27 June 1921 on not-for-profit
associations (ASBL), international not-for-profit associations (AISBL) and foundations (Belgian
Official Gazette 01.07.1921)

1.2.a. The name of the association shall be "Stand Up for Europe", abridged form: "Stand Up".

1.2.b. Its registered office is located at Avenue Louise 287 (box 16), Ixelles, Belgium, in the judicial
district of Brussels.
The registered office may be moved to any location in the judicial district of Brussels by resolution
of the Executive Board (hereinafter referred to as the "Board").

Article 2 Fiscal year

Stand Up's fiscal year shall begin on the first of January of the current year and end on 31
December (calendar year).

Article 3 Object of the Association

3.1. The organisation, as all members of the Stand Up association, promotes the principles and
fundamental rules of democracy and pluralism. Stand Up specifically presents itself as a European
association. In this sense, its actions are aimed at achieving common objectives at European level.

The main objective of the association, being a not-for-profit, shall involve supporting, defending and
promoting a European Union of citizens built on several democratic and federalist foundations. It
supports and encourages greater participation by citizens in the political process and in policy-making,
either directly or through institutions. Stand Up's mission involves ensuring that the institutions are
more transparent, more open, closer to citizens and more accountable.

3.2 This objective shall be achieved by conducting thorough analyses of the legislative and
executive work of the European and national institutions. It will also be achieved through active
participation in political education and by submitting, if it so desires, lists of candidates for elections at

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all levels: boroughs, provinces, regions, communities, national level, federal level and European level,
and to all constituencies concerned by such elections.
The candidates undertake to comply with the electoral programme voted for by the members during
the movement's Convention and must subscribe to the code of ethics established by the Association
should such a code be established.

Article 4 The founders of the not-for-profit.

The founders of this not-for-profit, following approval of the amended Articles of Association, are
the following:

Mr. Richard LAUB, a British national, born on 13/8/1961, domiciled at avenue Marchal Ney
34 in 1180 Brussels.

Mr. Georgios KOSTAKOS, a Greek national, born on 10/01/1964, domiciled at Bvd. Emile
Jacqmain, 130 box A42 in 1000 Brussels.

Mr. Olivier BORUCHOWITCH, a Belgian national, born on 21/10/1969, domiciled at rue de

lEscadron 25 in 1040 Brussels.

Mr. Pietro DE MATTEIS, an Italian national, born on 28/02/1983, domiciled at Avenue Paul
Dejaer 21 in 1060 Brussels.
Formatted: List Paragraph, Left, Space Before: 0 pt,
No bullets or numbering, Font Alignment: Auto
Mr. David Zhlke, a German national, born on 27/03/1994, domicilied at Augustastrasse 20A
in 12203 Berlin.
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No bullets or numbering, Font Alignment: Auto
Mr. Mauro Casarotto, an Italian national, born on 08/04/1981, domicilied at via Coatelle 426/b
in Badia Polesine.
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No bullets or numbering, Font Alignment: Auto
Ms. Fernanda Neutel, a Portuguese national, born on 06/05/1964, domicilied at Rua de
Pedrouos, 55-1 Esquerdo in Lisbon. Formatted: English (United States)
Formatted: Font color: Red, English (United States)
Mr. Lorenzo Sparviero, an Italian national, born on 01/06/1944, domicilied at via Mecenate 99 Formatted: English (United States)
in Milan
Formatted: English (United States)
Formatted: List Paragraph, Left, Space Before: 0 pt,
Mr. Blint Gyvai, a Belgian national, born on 28/02/1995, domiciled at Chausse de Saint- No bullets or numbering, Font Alignment: Auto
Job 143 in 1180 Brussels.
Formatted: List Paragraph, Left, Space Before: 0 pt,
No bullets or numbering, Font Alignment: Auto
Article 5 The membership process

5.1. The not-for-profit shall have at least 3 full members, who shall have all of the rights granted to
the members referred to by the law. The aforementioned founders shall be the first full members.

5.2. Any natural person over the age of 18 who (a) has subscribed to the association's objectives,
(b) who is a national of a Member State of the European Union, or (c) who is domiciled on the territory
of the European Union, shall be entitled to join the association.

Proposal: Any natural person over the age of 18 who has expressly subscribed to the
association's objectives and adhered to the present Articles of Association shall be entitled to
join the association.

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The Board, acting by majority vote, shall decide on the candidate's acceptance as a full member
during its first next meeting or at a specific time of the year when all applications are grouped together
for review.

Candidates accepted by the Board shall become full members upon payment of the contribution
established in accordance with these Articles of Association.

5.3. Without prejudice to Articles 15 and 16 of these Articles of Association, membership as a full
member or the integration of private or public entities having their registered office in Belgium, in one Commented [B1]: See below
of the Member States of the European Union or in the United Kingdom, shall be encouraged provided
that they adopt the principles and act in accordance with the ideas, principles and object of Stand Up.
The rights and obligations of such legal entities relating to their membership to Stand Up shall be
codified in the form of an agreement between the parties.

The members of the private or public entities that become members of the not-for-profit or join said
not-for-profit shall automatically acquire the status of member of the not-for-profit by virtue of their
membership or integration.

5.4. The Board may grant honorary membership (title of 'Honorary Member') to each individual by
unanimous vote. The specific rights relating to such title shall be identical to the rights exercised by full
members. Appointments of honorary members are permanent and may only be revoked by unanimous
vote of the Board.

5.5. The Board reserves the right to refuse or suspend, at any time, the membership and affiliation
of any person making remarks fundamentally opposed to the ideas and principles of Stand Up as
defined in the association's object.

5.6. Every year, the Board determines the amount of the contribution paid by the members by
simple majority vote. It provides for a standard contribution and a reduced contribution. The amount
may not exceed 100 Euros, and shall be subject to the rules on price indexation.

Reduced rate membership is restricted to students, young people under the age of 26, the
unemployed and any person whose sole source of income is legally established aid.

5.7. The Board may adopt additional provisions relating to membership and participation in the
elections through a resolution passed by simple majority vote and confirmed by the General Meeting
by simple majority vote.

5.8. The Board shall create and manage a register of personal information (names, addresses, and
means for maintaining mutual communication) for all of its members.

All personal data relating to members received in the context of a request for information shall be
processed in accordance with the Act of 8 December 1992 on the protection of privacy with regard to
the processing of personal data.

Everyone is entitled to consult the information concerning them and, if necessary, cause to have
such information corrected by contacting the Board.

5.9. All members shall be required to adhere to these Articles of Association.

5.10. No member may enforce or exercise any claim whatsoever on the assets of the not-for-profit
under their sole capacity as a member.

Article 6 Termination of membership

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6.1. The title of member of the movement will be withdrawn if a member wishes to leave Stand Up,
or as a result of death or bankruptcy dissolution of the member. Termination shall be carried out by
simple written request, or automatically due to the occurrence of death.

6.2. Membership shall be automatically cancelled should a member, having previously been served
formal notice, does not agree to pay their contribution.

Proposal: Membership shall be automatically terminated where a member, having previously been Formatted: Font: Bold
served formal notice, has failed to pay his/her yearly contribution.
Formatted: Font: Bold

6.3. The Board shall inform each affiliated organisation and group of any expulsion measures
relating to them. The person targeted by the measure shall be immediately informed.

Proposal: The Board shall immediately inform each member, affiliated organisation and group of
any suspension or expulsion measures relating to them.

6.4. Except in the case referred to in Article 6.2. the Board may, by a two-thirds majority, the
majority of members being present, suspend a member of Stand Up who has carried out an act
referred to in Article 6.5. The General Meeting shall have sole authority to permanently exclude a
member.

6.5. The Board may suspend a member in the following cases: (a) if the member has committed
serious and persistent violations of the association's principles and Articles of Association; (b) if
specific and consistent evidence demonstrates that the member is opposed to the association's policy;
(c) if the member, through their behaviour or individual action (independently of whether the action
was intentional or accidental) has discredited the association; (d) or if the Board finds that the member
no longer meets the criteria for membership as defined in Article 5. To add: The decision on the
suspension of a member must respect the rights of defence of the member concerned by the
suspension procedure.

6.6. Should the Board decide to suspend a member, said member's rights shall be suspended until
the General Meeting has passed a final resolution after verifying the facts alleged against said
member through a reasoned resolution passed by the two-thirds majority of the votes of the members
present in person or by proxy.

Article 7 Additional contributions and donations

The Board shall put to the vote by simple majority of the General Meeting any proposal aimed at
requesting additional membership fees and donations, whether directly or indirectly, through the
affiliated groups referred to in Article 15 of these Articles of Association and to the entities referred to
in Article 5.2, in accordance with the tax laws in force.

All contributions are recorded by the Treasurer, verified by the two auditors, and listed in the
accounts. The Treasurer shall be responsible for fulfilling the tax obligations, in respect of the
corporate tax authorities and the VAT authorities, with the relevant authorities, in accordance with the
law applicable to not-for-profit associations.

PART 2 THE ASSOCIATION'S BODIES

Article 8 The Association's bodies

Stand Up's bodies are the following:

8.1. the General Meeting,

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8.2. the Executive Board (abridged form: the Board),

8.3. the Group of Advisors,
8.4. the Dispute Committee,
8.5. the Auditor,
8.6. the Ombudsman.

Article 9 The General Meeting

9.1. Stand Up's General Meeting is the association's collectively responsible body.

9.2. The General Meeting's powers include the right to:

9.2.a. Decide on any amendment to the Articles of Association,

9.2.b. Appoint, and dismiss and discharge the members of the Board, Commented [B2]: Legal requirement
9.2.c. Appoint, and dismiss and discharge the statutory auditor(s), the aAuditor, and the liquidator,
9.2.d. Appoint and dismiss the Board at the end of its term of office, dissolve the Board by passing a
motion of no confidence, submitted by one quarter of the movement's members, in the event of
non-compliance with its office and the basic texts of the not-for-profit,
9.2.e. Approve the reports produced by the Board,
9.2.f. Approve the association's annual budget and accounts on a proposal of the Board,
9.2.g. Pass resolutions relating to defining the programme supported by the not-for-profit and the basic
policies including that of taking part in elections;
9.2.h. Decide on permanent expulsion of a member suspended by the Board in the cases referred to
in Article 6.5.;
9.2.i. Decide to bring an action for damages against any member of the association, any director, the
auditor, or any person authorised to represent the Association or any authorised representative
appointed by the General Meeting,
9.2.j. Dissolve or convert the Association by complying with the legal and statutory provisions on the
matter, and pass any resolutions relating to dissolution.

9.3. The General Meeting shall be convened at least once per calendar year by the Board in the
period between November and February.

Each meeting shall be held on the date, at the time, and in the place mentioned in the convening
notice. All of the Association's members must be convened to the meeting.

9.4. The Board may convene an Extraordinary General Meeting if necessary.

9.5. The Board must convene a General Meeting if at least one fifth of the members, movements,
entities and affiliated groups so request in a written and reasoned document containing a list of the
items they wish to be included on the agenda. To add: The Board shall also convene a Convention
when a motion of no-confidence is submitted to it by at least one quarter of the members of the
movement The date for an Extraordinary General Meeting shall be proposed by the parties who
initiated the procedure, in consultation with the Board.

The General Meeting shall be held no later than on the fortieth day following the request.

9.6. The Board shall convene the General Meeting by electronic means in compliance with a
minimum period of 15 clear days and by notifying the members of the agenda of the meeting. The
period of 15 days shall begin on the first day following notification of the convening notice to the
General Meeting. The Board shall assess the compliance of the notification of the convening notice
based on its receipt in due and proper form.

9.7. The proposed amendments to the Articles of Association must be notified with the convening
notice to the General Meeting, or at least seven days before the start of the General Meeting.

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9.8. Any proposal signed by one twentieth of the full members must be included on the agenda.

9.9. The General Meeting shall be bound by the agenda. It may not pass a resolution on a request
not in compliance with these Articles of Association or which was notified belatedly.

9.10. The General Meeting shall be fully authorised to pass resolutions independently of the
number of members present, except in the cases provided for by law and these Articles of Association.

The General Meeting may only validly deliberate on amendments to the Articles of Association if it
reaches a quorum of two thirds of the full members, present in person or by proxy. If two thirds of the
members are not present in person or by proxy at the first meeting, a second meeting may be
convened, and such second meeting shall be authorised to validly deliberate and adopt the
amendments subject to the majority votes set out below, regardless of the number of members
present in person or by proxy. The second meeting may not be held less than fifteen days after the
first meeting. The resolution shall be deemed to have been accepted if it is approved by two thirds of
the votes of the full members present in person or by proxy. When the amendment relates to one or
more of the objectives for which the association was incorporated, it may only be adopted with a
majority of four fifths of the votes of the full members present in person or by proxy.

9.11. The General Meeting shall be chaired by a member appointed by the Board.

9.12. A Secretary responsible for drawing up the full minutes of the sessions and proceedings shall
be selected from among the members at the start of the General Meeting.

9.13. Each full member having paid their contribution in full for the year of the General
Meeting shall have one vote. Voting rights shall be exercised personally unless a person holds a
proxy. Each full member entitled to vote may not hold more than two proxies.

9.14. Unless otherwise provided for in the Articles of Association, resolutions shall be adopted by
simple majority vote. For the purposes of these Articles of Association, a simple majority vote shall
mean the vote taken by half of the members present in person or by proxy, plus one.

9.15. Voting may be carried out by roll-call, by show of hands, or if so requested by one fourth of
the full members present in person or by proxy, by a secret ballot. To add: By decision of the Board,
voting may also be carried out by electronic means which offers sufficient guaranties against
fraud and misuse.

9.16. In case of an equality of votes, the Chairman shall have the casting vote.

9.17. Any resolution passed during the General Meeting shall be carefully recorded in minutes. The
minutes must be signed by the Chairman of the General Meeting and by the Secretary. After an
internal review, the minutes shall be sent to all registered members, and to the heads of the affiliated
entities and groups, in electronic format (e-mail).

Any full member exercising their right to consult in accordance with the procedures laid down in
Article 9 of the R.D. of 26 June 2003 may consult the documents produced by the General Meeting.
Third parties must request authorisation from the Board, through the Ombudsman.

Article 10 The Executive Board ('Board')

10.1. The association shall be managed by a Board composed of at least three persons appointed
by the General Meeting for a renewable term of one year and which it may revoke at any time.

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The Board shall have the broadest powers of administration and management of the association,
except only such acts as may be reserved by law or these Articles of Association for the General
Meeting.

10.2. The Board shall be composed of at least one Chairman, one Vice-Chairman, one General
Secretary, and one Treasurer appointed by the Annual General Meeting. Excepting the functions of
Chairman and Vice-Chairman, two of these positions may be filled by a single person.

The members of the Board may divide the other administrative duties among themselves. Such a
division of duties shall not be enforceable against third parties, even if it has been published.
Nevertheless, in the event of non-compliance, the directorBoard member(s) concerned shall be held
liable.

The Board may delegate some of its powers of administration to one or more non-director third
parties, without such delegation being allowed to affect the general policy of the not-for-profit or the
general powers of administration of the Board of Directors. The Board may appoint members to a
"managing team" comprising at least one director and fixed employees responsible for specific tasks.

10.3. The day-to-day management of the association may be carried out by all directors acting
jointly.

10.4. The Board may decide to temporarily engage the services of any expert, who may but need
not be a member, likely to bring added value to the quality of the Board's work, in the context of a
specifically defined assignment.

10.5. The directorsBoard members, officers with the powers of day-to-day management, and the
persons authorised to represent the association, may not contract any personal obligations relating to
the company's commitments as a result of their positions.

10.6. The Board may co-opt other members to assist it in its duties by simple majority vote. The
period of activity of the co-opted Board members shall end at the same time as that of the rest of the
Board. Commented [B3]: Thats against the Belgian law

10.7. Unless otherwise provided for by the Articles of Association, the Board shall have decision-
making powers of half of all members plus one at least are present in person or by proxy and fully
participate in the decision making process.

Unless otherwise provided for by the Articles of Association and subject to achieving the required
quorum, resolutions shall be taken jointly by simple majority vote. For the purposes of these Articles of
Association, simple majority shall mean the vote taken by half of the members present in person or by
proxy plus one.

10.8. The members of the Board shall be appointed by the General Meeting by simple majority vote
for a renewable period of one year.

10.9. The members of the Board must be members of the association, except in the case provided
for in Article 10.1.a subparagraph 2.

10.10. The Board shall act on behalf of the association in all judicial and extrajudicial documents
and proceedings. To add: The President, the Vice-President, the Secretary General and the
Treasurer shall be entrusted individually with the representation of the association in all
judicial and extrajudicial documents and proceedings. It may, however, entrust such
representation to a representative body composed of one or more directors and/or one or more third
parties to the association acting individually or jointly depending on the case.

The Board shall be authorised to set their powers, salaries, emoluments and fees.

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The members shall be appointed for a renewable term of 1 year. They may be dismissed by the
Board at any time.

Said person(s) shall not be required to provide evidence of their powers to third parties.

The Board shall institute or support legal proceedings, whether as plaintiff or defendant, on behalf
of the association, at the behest of a director appointed for the purpose.

Acts relating to the appointment or termination of persons authorised to represent the association
shall be filed with the Court Office of the Commercial Court without delay, and published by the
Registrar in excerpts in the Schedules to the Belgian Official Gazette in accordance with Article 26
novies of the Act of 27 June 1921 on not-for-profit associations.

10.11. The Board shall approve the electoral lists at all levels of government and for each of the
constituencies concerned, in accordance with the guidelines established by the General Meeting
under Article 9.2.g. of these Articles of Association.

10.12. Members of the Board may resign from office by way of a reasoned letter sent to the
Chairman of the Board. Members must specify the date of their resignation. The resignation shall take
effect on the date communicated or on the date of the release from liability referred to in Article 10.6.b
for the position of Treasurer.

10.12.a If the Chairman resigns, the Vice-Chairman shall take over the office of Chairman until the
end of the term of office provided for in Article 10.6. The Board shall appoint a new Vice-Chairman.

10.12.b If the Treasurer resigns, the Board shall decide whether or not to accept such resignation
release them from their liability. If the Board believes that the person in question has not correctly
performed their duties, and in light of the scope of the work that they have left behind, it may refuse
the resignation. A period of two weeks shall then begin in order to enable the resigning member to fulfil
their duties. After such period, the Board shall once again decide on whether or not to accept such
resignationto release the member from their liability. The Board may twice refuse the member's
resignation.

10.12.c In other cases, the Board shall appoint a replacement to fill the vacancy. The period of the
services provided by the replacement shall end on the same date as the end of the term of office
(period) of the Board as a whole. Commented [B4]: Cooptation, not possible legally

10.13. The Board may pass a resolution on its own dissolution. In such a case, it is nevertheless
obliged to fulfil its responsibilities and to carry out its term of office until the next General Meeting. To
add: A decision of dissolution of the Board shall be followed, within a month, by the
convocation of an extraordinary Convention whose date shall be decided by the resigning
Board, in order to elect a new Board. The dissolution may only be made official through resolution
passed by a two thirds majority of the Board's members.

10.14. If it is found that a member of the Board has abused their position or committed serious
breaches of the association's principles or Articles of Association, the Board may temporarily dismiss
the member, until the General Meeting decides on their fate.

10.14.a. A motion of no confidence brought against the member of the Board shall be submitted to
it, provided that specific and consistent evidence is provided. The motion must be carried by half of the
other members of the Board or one quarter of the members of the association. The motion must be
substantiated and submitted in writing.

10.14.b. Dismissal shall only be decided by a decision of the other members of the Board, passed
by simple majority vote, and must be confirmed by vote of the General Meeting passed by simple
majority vote. The member's rights and terms of office shall be suspended until final confirmation of
the dismissal by the General Meeting.

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10.14.c. The member in question's rights of defence must imperatively be guaranteed under Formatted: Normal, Indent: First line: 0.2", No bullets
penalty of nullity of the proceedings. The member shall be examined heard before the Board takes its or numbering
decision on their dismissal.

10.15 In case of resignation or suspension of a member of the Board, the Board may
delegate the tasks entrusted with the resigning or suspended Board member to one or more
members of the Boards and/or third persons in accordance with article 10.2.2-3 Where the
resignation or suspension concerns a position referred to in article 10.2.1, the Board shall
temporarily designate the holders of such positions amongst the other Board members until
the next Convention, except as provided for in article 10.12.a. Commented [B5]: Legal solution to avoid cooptation
Formatted: Font: Not Bold, Font color: Black

Article 11 The Group of Advisors

11.1. The Group of Advisors shall support and advise the Board for the duration of its term of office.

11.2. All former Chairmen shall be automatic members of the Group of Advisors.

In addition, the Board may appoint other persons than those registered as members of the
association to the Group of Advisors, for a renewable period of two years by resolution passed by
simple majority vote.

11.3. Former Chairmen shall lose their title in the Group of Advisors if they do not pay their annual
contribution to the association.

The appointed members of the Group of Advisors may lose their rights, titles, and membership by
simple majority vote of the Board, by a reasoned resolution.

11.4. The Group of Advisors shall be chaired by the Chairman of the Board or by a director
appointed by the Chairman.

Article 12 The Dispute Committee (internal)

12.1. Internal conflicts within the association may be referred to the Dispute Committee.

12.2. The Dispute Committee shall be composed of three arbitrators, who must be members of the
association. Only conflicts may be referred to the Committee, and it may only decide on the matter(s)
which were referred to it. In the event of a conflict, the first complainant shall inform the Board in
writing about the member of the association they wish to appoint as arbitrator. The Board shall then
inform the other party, also in writing, of the choice of the second arbitrator within the next 14 days.
Once the arbitrators have received the information from the Board within a period of 7 days, they shall
have 14 days after such date in which to agree on a third arbitrator. The third arbitrator shall take the
main role (chair) of the Dispute Committee. In the event that the two original arbitrators cannot agree
on the third arbitrator, the latter shall be chosen randomly from a list of persons having put themselves
forward.

The arbitrators may not be members of another body formally integrated into the association,
except if such body is not linked to the conflict in question.

12.3. After examining the complainant and the defendant, the Dispute Committee shall decide by
majority vote. The Committee shall render its decision in complete impartiality, fairness and integrity. It
shall notify its decision to the Board.

The decisions of the Dispute Committee shall be final and valid within the association. They may
not be disputed, except through legal remedies before the courts of the judicial district of Brussels.

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Article 13 - The Auditor and Treasury

13.1. The General Meeting must appoint an auditor for a period of two years.

13.2. The auditor shall not be a member of the Board.

13.3. The Auditor may be appointed for two consecutive terms of office at most, by renewal on the
date of the relevant General Meeting.

13.4. The general accounts, including the conventional bank accounts and the online services,
shall be managed by the Treasurer appointed by the Board.

13.5. The fiscal year shall begin on 1 January and end on 31 December of every year (calendar
year).

13.6. Every year, and no later than six months after the date of the closing of the fiscal year, the
Board shall draw up the annual accounts of the previous fiscal year and the budget of the following
fiscal year.

Article 14 - The Ombudsman

14.1 The Board shall appoint an Ombudsman. He shall be responsible for bring before the Board
any idea or proposal put forward by the members of the not-for-profit relating to the functioning of the
not-for-profit or to the campaigns conducted, without prejudice to the other provisions of the Articles of
Association.

14.2 All requests shall be submitted in a reasoned written document sent to the Ombudsman,
under penalty of inadmissibility. The latter shall provide a written report concerning such requests to
the Board, through one annual report at least.

14.3 The Board shall assess the requests on the basis of the reports provided by the Ombudsman
and shall propose any useful measure within the limits of its powers and in compliance with the
Articles of Association.

PART 3 AFFILIATED INTERNAL GROUPS (AIG).

Article 15 Creation of local groups.

15.1. Apart from the integration referred to in Article 5.3. of these Articles of Association, the
association's members shall be encouraged to create Groups for cities or urban areas.

Communication between the groups shall be ensured through the Annual General Meeting, by
electronic means, and through the holding of physical or virtual meetings.

15.2. The groups thus created shall be part of Stand Up. They must adhere to these Articles of
Association through a written document, a copy of which shall be entrusted to the Board. They must
comply with and implement the decisions of the Board.

15.3. The Groups shall be tasked with coordinating their respective members' activities, and
primarily by representing the interests of the members of Stand Up as a whole.

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15.4. The Groups organise their activities independently, while strictly observing the principles of
Stand Up. They shall appoint a local coordinator responsible for their day-to-day management.
The Board shall be entitled, when it deems such necessary, to appoint a coordinator for each
Group in order to provide them with support, provide assistance to the respective organisations, and
coordinate their actions.

15.5. In accordance with the Articles of Association, each group shall have the main of
disseminating the policy agenda adopted by Stand Up's bodies.

15.6. As part of the Stand Up association's budget, the affiliated groups may request financial
support for the purpose of carrying out their work. The Board may grant funding within the limits of
available funds.

15.7. Any group that (a) commits a breach, in any way generally whatsoever, of these Articles of
Association and the applicable legal provisions of Belgian law, (b) which expresses un opinion that is
clearly contrary to the association's ideas and policy agendas, (c) harms the association's reputation in
any way whatsoever, may be suspended by resolution of the Board passed by a two thirds majority.

15.8. Suspended groups must cease all operations carried out for or on behalf of the Stand Up
association, except those operations necessary for correcting the reasons for the suspension, for the
period required before the suspension measure can be either cancelled or confirmed, where
appropriate, by resolution of the Board passed under the same conditions as the initial resolution.

15.9. If the reasons that led to the suspension have not been corrected within a period of three
months, the Board is entitled to request dissolution in accordance with the applicable provisions for the
dismissal of the members (Article 6).

15.10. All registered names and logos, as well ad the property and financial resources of the dissolved
group shall remain the exclusive property of the Stand Up association.

15.11. In addition to the groups mentioned in point 15.1, the creation of relays in schools and
universities shall also be encouraged.

Article 16 Working groups

16.1. The members of the association shall be free to initiate and create internal groups called
"working groups" which shall each pursue a common objective.

16.2. The objectives, resources, subjects, activities, membership conditions, organisation,

characters and names attached to the "working group" shall be unlimited, insofar as they do not violate
democratic principles, are not opposed to the association's fundamental objectives, and do not violate
the Stand Up association's principles or Articles of Association, or the legal provisions in force.

16.3. The "working groups' shall notify their Articles of Association or founding and operational
documents (copies). They shall be required to inform the Stand Up association of any modifications to
their organisational structure and composition in a timely manner.

16.4. As part of the Stand Up association's budget, the "working groups" may request financial
support for the purpose of carrying out their work. The Board may grant them funding within the limits
of available funds.

16.5. The procedures provided for in Articles 15.7 et seq. shall apply to Article 16.

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Articles of Association of the not-for-profit (ASBL) Stand Up for Europe

PART 4 - FINAL PROVISIONS

Article 17

The provisions of the Articles of Association are intended to establish minimum rules relating to the
activities of the members and bodies of Stand Up as well as the groups affiliated to it. The bodies
undertake to implement its provisions and shall act in the interest of best serving the association's
members.

Article 18

18.1. In accordance with the Act of 27 June 1921 on not-for-profit associations (ASBL),
international not-for-profit associations (AISBL) and foundations (Belgian Official Gazette 01.07.1921),
all future amendment to these Articles of Association must be declared to Belgium's Federal Public
Service Justice and shall be published in the Scheduled to the Belgian Official Gazette.

18.2. The cases not provided for in these Articles of Association shall be settled by the Board in
accordance with the law. In case of extreme urgency, the Chairman of the Board shall settle the issue
and request the approval of the next Board meeting.

18.3. The courts of the judicial district of Brussels shall have jurisdiction over the disputes relating
to the implementation of these Articles of Association without prejudice to the application of the
procedures provided for by the latter.

In the event of differences or fundamental doubt in the interpretation of these Articles of

Association between the other languages and the original version in French, the version in the French
text shall prevail.

Article 19 Interpretation of the Articles of Association / Settlement of disputes

The Dispute Committee shall be responsible for providing the most appropriate interpretation of
Stand Up's Articles of Association, in the event of a request submitted to it.

Article 20 Dissolution of the association

Without prejudice to its dissolution, the association shall be incorporated for an indefinite period.

In the event of the dissolution of the association, after settlement of all obligations, all of the other
property and securities of the association shall be handed to an association pursuing a similar
impartial object. The association's choice shall be made by the General Meeting, by simple majority
vote and on a proposal of the Board.

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Articles of Association of the not-for-profit (ASBL) Stand Up for Europe

Annex:

Minutes of the General Meeting containing the list of the appointed members composing the
Board.

Brussels, 3 December 2016

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