European Network ENALMH
"European Network of Active Living for Mental Health"
Active living refers to a way of life that integrates a wide range of physical activity, such as walking, and sports into a daily routine. The ENALMH Network intends to promote this approach by providing evidence to guide policy and intervention programs to maintain mental health, prevent mental disorders and attain wellness.
Article 1: Name and duration
The body being established is an international non-profit association with the title "European Network of Active Living for Mental Health", with the acronym ENALMH. This title must always be preceded or followed by the words “internationale vereniging zonder winstoogmerk /association internationale sans but lucratif” or by the abbreviation “IVZW/AISBL”.
This association is governed by Title III of the Belgian Law of 27 June 1921 on the non-profit associations, the foundations and the European political parties and foundations (the “Law”).
The association is incorporated for an indefinite duration.
Article 2: Registered office
The registered office is established in 1050 Brussels (Belgium), avenue Louise 65.
This office may be transferred to any other location within Belgium, by decision of the Managing Board and in accordance with the language legislation in force.
Article 3: Aim - Objectives & activities
The association aims to:
-inspire and facilitate the establishment of sport and physical activities for mentally ill people, by providing any potential support (financial, operational, communicational) to its members
-support any sport and physical activity for mental health treatment & promote mental health for the benefit of service users and the population at large.
-promote the better understanding of the importance of the use of sport and physical activities in the overall mental health approach
-raise awareness & address stigma attached to mental ill health and to mental health service users through sport and physical activities
- improve the information and the scientific research related to the overall mission of the association
Association specific objectives are:
-the support and the improvement of sport and physical activities already running in the context of mental health
-the development of sport and physical activity events related to mental health in countries where such activities are not established
-the encouragement of the mental health services users to participate in sport and physical activity events
-the promotion of the participation of authorities relevant to the field and increase the interest of the community
-the use of sport and physical activities in the overall mental health approach
-the network among members / exchange of information and practices.
The activities which the association proposes to undertake to achieve these objectives are, among others, the following:
-regular organization of sport and physical activity events for mental health Europe wide
-represent the views of members to international institutions in Europe through both formal and informal structures as well as through written material
-participation in other EU networks and platforms
-direct meetings with EU institutions
-development of proposals and implement projects related to the mission of the association study visits
-setting an annual work plan and proving annual report of activities
-publishing newsletters
-scientific publications
-strategic cooperation with research / educational institution
-managing the site of the network and social media accounts
-taking actions of dissemination and visibility of members’ activities fund raising
-promoting educational/training skills for scientific staff and facilitators of events for mental health
The association can undertake all actions, such as cooperating with other associations or legal entities which work in a sustainable and ecological way and respect human rights, can receive funding and enter into all transactions (including real estate transactions) which are directly or indirectly useful or necessary for the promotion and achievement of the above-mentioned purposes, to the extent they are permitted by the Law and other applicable legal dispositions.
Article 4: Members
Membership is available to:
- Organizations with legal personality, which can demonstrate they are able to meet the criteria laid down by the Management Board and approved by the General Assembly
- Informal groups of people (without legal personality) under specific conditions upon the General Assembly's decision
- All the organizations undertaking this initiative for the establishment of this Association , partnering in the MENS Project
The association is open to all potential members coming from countries of the Council of Europe.
The following entities are full members:
- Any Health Organizations organizing sport and physical activity events related to mental health
- Any entity – with or without legal personality - organizing sport and physical activity events related to mental health
The following entities may be associate members:
- Any public organization acting in the fields of sport / physical exercise and / or mental health
- Any kind of entity supporting the ENALMH Network by means of their financial or other kind of contribution
The specific criteria for membership can be defined, interpreted and revised by the General Assembly.
Article 5: Application of Membership
Application for membership must be submitted in writing, and in the form as the Managing Board shall determine, to the association’s Managing Board.
The applicant member shall receive a reply to its request for membership with the application’s protocol number and, in principle within thirty (30) days after the meeting of the Managing Board following its application for membership.
The Managing Board monitors the application in view of the conditions for membership and the quality guidelines of the association and gives advice to the General Assembly. The association’s General Assembly decides on the application with a simple majority.
The rights and privileges of members shall not be transferable.
Article 6: Rights and obligations of members
All members:
*Give permission to the association to use their logos in the promotional materials and activities. The members shall use the logo of the ENALMH Network in their own means materials and activities when related to the ENALMH Network
*Agree to include the logotype of the ENALMH Network in their promotional materials
*Play an active role in supporting the purposes and activities of the ENALMH Network
*Pay a registration fee, which is payable after approval of the application for membership. For full members this fee amounts to one hundred Euro (€ 100,00) Euros and for associate members to fifty Euro (€ 50,00). The General Assembly may decide to change the registration fee
*Pay a membership fee, the amount of which is to be determined each year by the General Assembly based upon a proposal from the Managing Board. For not-for-profit members, the fee is based upon its annual turnover; for public entities and private companies, the amount is fixed. The annual membership fee for associate members is half the amount of the membership fee of a full member of the same category
Full members have voting rights. Associate members do not have voting rights.
Article 7: Termination of Membership
(a) Resignation of a member
Members of all categories may give notice of their resignation from the association by written notice to the Managing Board at least three (3) months before the end of the year.
Resignations shall be effective one month after the date of the notification letter. The membership fee for the year in which the resignation is made shall be due.
(b) Exclusion of a member
Exclusion of members can be proposed by the Managing Board after having heard all parties.
Exclusion can be based on:
-a member no longer fulfilling the above mentioned criteria for membership
-a member no longer complying with /sharing the goals of the network
-a member no longer fulfilling membership obligations.
If a member fails to fulfill its financial obligations to the association for twenty-four (24) consecutive months, the member will be considered to be no longer fulfilling its membership obligations.
Exclusion of members will be decided at the General Assembly requiring a two-third (2/3) majority vote amongst the members who are present or represented. The Managing Board may suspend the member in question until the General Assembly takes its decision.
Article 8: General Assembly
(a) Structure
The General Assembly shall consist of all its members. Only full members have the right to vote. Each full member has a single vote.
Associate members do not have right to vote, but they may be present in an advisory capacity.
(b) Function and powers
The General Assembly is the highest decision making body of the association and the general leading body (“algemeen leidinggevend orgaan”/“l'organe général de direction”) in the meaning of article 48, 5° of the Law.
The General Assembly has all powers attributed to her by the Law or the statutes, in order to achieve the objectives of the “ENALMH Network”.
The General Assembly has the exclusive competence for:
- amendment / modification of the statutes
- election and dismissal of the members of the Managing Board – this includes:
- appointment and dismissal of the Secretary General upon recommendation of the Managing Board;
- appointment and dismissal of other members of the Managing Board;
- appoint and dismiss auditors;
- approval of budgets and annual accounts
- voluntary dissolution of the association
- exclusion of members
- any residual powers not expressly conferred to the Managing Board, including, but not limited to the adoption of internal business policies and procedures. These internal business policies and procedures are binding upon the members.
(c) Meetings and Invitations
The General Assembly shall be held under the direction of the Chair at least once a year, before the end of the first quarter of every year
The General Assembly will take place at the registered office or at a location indicated on the invitation.
The General Assembly elects a Chair and a Secretary.
The Chair convenes the General Assembly in writing, by way of letter, fax, electronic mail or any other means of communication, a minimum of forty (40) days prior to the General Assembly. The convening notice shall contain the agenda. The General Assembly may not adopt resolutions on matters that are not mentioned in the agenda.
In addition, an extraordinary General Assembly may be convened by the Chair, upon the Managing Board’s relevant decision, or by at least one third of its full members, when it is essential to make a decision/s on matters that cannot wait until the General Assembly meeting
(d) Decision making
The General Assembly can only validly decide when at least half (50%+1) of the full members is present or represented.
Decisions are taken with a simple majority of all present or represented full members.
For the dismissal of a member of the Managing Board, a majority of 2/3rd of all present or represented full members is required.
Postal ballots prior to the General Assembly can be organized for matters such as election of members of the Managing Board, and other resolutions, but must be ratified by the General Assembly.
A member may choose to be represented by another member at the General Assembly. A power of attorney must be presented to the Managing Board prior to the opening of the General Assembly. No full member may hold more than one power of attorney.
All resolutions of the General Assembly are to be written down in a register, signed by the Chair and Secretary. The register is kept at the registered office of the association, by the Secretary General, where it remains at the disposal of its members.
All resolutions shall be brought to the attention of all members through a written minute and sent by e-mail or post.
Article 9: Modification of the statutes – Dissolution of association
Each proposal aimed at modifying the statutes of the association or dissolving the association, must originate from the Managing Board, or from at least a one third (1/3) majority of the members of the association.
The date of the General Assembly that will decide upon the aforementioned proposals, as well as the content of the proposed modifications, must be communicated by the Managing Board to all members of the association at least three (3) months before the General Assembly.
The General Assembly may only legitimately deliberate on the proposal if at least two thirds of the full members of the association are present or represented.
No decision shall be accepted if it is not passed by the two thirds (2/3) of the votes of members present or represented.
If the General Assembly does not reach the required quorum, a new meeting shall be convened to give a definitive and legitimate ruling on the proposal, to be passed with the same majority of 2/3 of the votes, regardless of the number of members present or represented – at the earliest possible convenience in the two week period following the first meeting.
The General Assembly is to decide how the dissolution and liquidation of the association should take place.
After liquidation has taken place, any potential net asset shall be allocated to a non- profit-making association which is governed by private law and has a similar social objective or, failing this, to an unselfish end.
Article 10: Managing Board
(a) Mandate of Managing Board
The Managing Board has all powers of management and administration, subject to the powers of the General Assembly.
(b) Structure of Managing Board
The association shall be administered by a Managing Board consisting of (maximum) seven (7) members, from at least five (5) different member-organizations, including the Chair, the Vice President, the Treasurer and the Secretary, plus two (2) substitute members.
The main forum for implementing the work of the organization will be the meetings of the members, which will be held at least once a year.
The Managing Board has the power to set up working groups and committees from the membership, such as the scientific advisors.
The minutes from these groups will be sent to the Managing Board.
The Chair, Vice President, Treasurer and the Secretary of the Managing Board shall be appointed by the Managing Board for a term of three (3) years with the possibility of re-election for two further terms of each 3 years.
The members of the Managing Board shall not be remunerated for their mandate.
Their functions will come to an end through death, resignation, civil incapacity or being placed in provisional administration, dismissal and expiry of mandate.
Members of the Managing Board may be dismissed by a General Assembly ruling on a two thirds majority of the effective members present or represented.
If a position becomes vacant during a member of the Managing Board’s mandate, the General Assembly may appoint a temporary replacement who shall complete the mandate of the member of the Managing Board s/he is replacing.
All records relating to the appointment, dismissal and cessation of functions of members of the Managing Board, drawn up in accordance with the Law, shall be sent to the registry of the competent commercial court with a view to being included in the official file and shall be published, at the association’s expense, in the Annexes of the Official Belgian Gazette.
All full members have the right to nominate a candidate to serve on the Managing Board.
(c) Meetings – Invitations of Managing Board
The Managing Board shall meet at least once a year, at the special invitation of the Chair.
The invitation shall be sent by letter, fax, electronic mail or any other means of communication.
(d) Decision making of Managing Board
The Managing Board may only be able to make valid deliberations if at least three of its members are present or represented.
A serving board member can choose to be represented at a board meeting by a proxy holder.
However, a member cannot hold more than one power of proxy.
If a vote is tied, the Chair shall have the casting vote.
The Managing Board has full executive powers with exception for matters explicitly mentioned in the present statutes of the association as being within the competence of the Managing Board. The Managing Board may delegate, under its responsibility, authority to the Chair and/or Secretary. Furthermore, the Managing Board may assign, under its responsibility, a number of specific and well-defined authorities to one or more persons.
Resolutions of the Managing Board are to be adopted by the majority of the present or represented members. All resolutions of the Managing Board are to be written down in a register, signed by the Chair and the Secretary or their replacements at the meeting in question. The register is to be kept at the official seat of the association, where it remains at the disposal of its members.
All acts that are legally binding on the association are to be signed by the Chair of the Managing Board in person or by a Managing Board member specifically appointed to do so by a Managing Board decision.
Article 11: Secretary General
The Secretary General (“gedelegeerd bestuurder"/"directeur général") shall be appointed by the General Assembly upon a proposal of the Managing Board. The Secretary General’s term will be three (3) years.
The Secretary General can be dismissed by the General Assembly upon a proposal of the Managing Board.
The Secretariat General, administrative structure of the association under the responsibility of the Secretary General, can be based in a different office / country other than the registered office of the association in Belgium.
In addition to the day-to-day management comprising the organization and administration of the registered office and its staff, the Secretary General shall be responsible for current affairs and the general coordination of the activities of the association.
The Secretary General shall present a report, preapproved by the Managing Board, to the General Assembly on these matters.
The Secretary General shall act upon the instructions and under the guidance of the Managing Board, within the framework of the statutes, internal rules, documented policies and budgetary provisions of the association.
Article 12: Budget and accounts
The fiscal year shall start on 1 January and close on 31 December.
In order to get the approval of the General Assembly, the Managing Board must submit a financial report of the past financial year as well as a budget for the following financial year.
The accounting of the association is kept in accordance with the dispositions of article 52 §2 and §3 of the Law.
The accounts shall, in accordance with article 51 of the Law, be forwarded to the registry of the competent commercial court.
(a) The income of the association comes from the following sources:
- registration fees
- annual membership/fees
- operating grants / institutional support (European Commission and other sources)
- sponsorships/donations
- other sources (EU festival tickets, sales, crowd funding)
(b) Financial control and audit mechanisms
Financial control and audit mechanisms of the association shall be ensured in full respect of the principles of good financial management and in accordance with internationally recognized standards.
Periodic financial reports shall be provided to the Managing Board on the association's administrative costs and expenditures in the format and detail required by the Managing Board.
An annual audit by an external auditor approved by the Managing Board shall be conducted on the association's expenditures and related financial activities.
Results of the audit shall be reported to the Managing Board within 30 days after completion.
Article 13: Representation of the association with regard to third parties and the Law
All documents committing the association shall, unless there are special powers, be signed by the Chair of the Managing Board and the Secretary General, who shall be appointed by the Managing Board and who shall not be required to justify the powers conferred for this purpose before any third party.
The association shall be legitimately and legally represented as either plaintiff or defendant by two members of the Managing Board or by its Chair or by a member of the Managing Board appointed specifically for this purpose or the Secretary General.
All records relating to the appointment, dismissal and cessation of functions of persons empowered to represent the association, drawn up in accordance with the Law, shall be sent to the registry of the competent commercial court with a view to being included in the official file and shall be published, at the association’s expense, in the Annexes of the Official Belgian Gazette.
Article 14: General Provisions
Any provision not made in the current statutes and, most notably, the publications to be made in the Annexes of the Official Belgian Gazette, shall be determined in accordance with Title III of the Law.
