Sports clubs and federations had to bring their articles of association in line with the new Belgian company law.
On May 1, 2019, the new non-profit organisation legislation, Book 9 of the Code of Companies and Associations, came into effect. Some important changes were made.
The new legislation also has a significant impact on sports clubs and sports federations that adopt the legal form of a non-profit association. An up-to-date knowledge of these regulations is therefore recommended to all directors of your sports club. This is to prevent sports clubs from behaving contrary to non-profit organisation legislation and thus running the risk of being sanctioned.
Various provisions in the non-profit organisation legislation have been amended. For example, it is now possible to co-opt directors, the notice period for the General Meeting has been extended from a minimum of 7 days to a minimum of 15 days and it is possible for the administrative body to make written decisions provided that the votes are unanimous.
Every sports club must adapt its articles of association to this new non-profit organisation legislation. The deadline for this amendment to the articles of association is January 1, 2024. A special general meeting must be convened with a minimum of 2/3 of the members present. 2/3 of the members must also approve the renewed articles of association.
What must be in the articles of association
Book 9 sets a minimum content for the articles of a non-profit association. The articles name the association, state the region in which its registered office is located, describe the purpose and the activities through which it pursues that purpose, and set out how members join and leave. They also regulate the powers of the general meeting and of the administrative body, the way both are convened, and how the association is dissolved and what happens to its assets afterwards. Whatever the law leaves to the articles has to be settled there, because what the articles do not say, the default rules of the Code decide for you.
Why the deadline mattered
The obligation to align the articles was not a formality. Where an old provision conflicts with a mandatory rule of the Code, the mandatory rule takes precedence and the provision in the articles is simply not applied. A club that never adapted its text therefore runs on articles that no longer reflect the rules that actually govern it. That becomes visible at the worst moment: when a decision is contested, when a director resigns, or when a bank or a federation asks for a current coordinated version.
What directors should check now
Start with the quorum and the majority for amending the articles, because those govern every later correction. Check that the convening period matches the Code and that the way you convene members is one the articles actually allow. Check whether your administrative body may take written decisions and under which condition. Check that the purpose clause still covers what the club really does, including any activity added over the years.
Then look beyond the articles themselves. Directors of an association carry duties towards it, and a decision taken outside the powers set in the articles can be challenged. Keep the register of members up to date, record decisions properly and file what has to be filed. An association that keeps its own paperwork in order rarely has to argue about whether a decision was validly taken.
If your club has not yet made the change, put it on the agenda of the next general meeting instead of waiting for a problem to force it. The amendment needs a special general meeting, a two-thirds attendance and a two-thirds majority, so it needs planning and a properly convened notice. A correction made calmly costs one meeting. A correction made under pressure usually costs a dispute as well.
What the new articles of association must contain
Book 9 of the Code of Companies and Associations sets out what the articles of association of a non-profit association have to state: the name, the region in which the registered office lies, a precise description of the purpose and of the activities pursued to achieve it, the conditions for admission and departure of members, the powers of the general meeting and of the administrative body, and what happens to the assets if the association is wound up. A text drafted under the previous law is usually missing several of these, and a clause that conflicts with the Code is simply set aside.
How to amend the articles of association
An amendment requires a general meeting convened with the notice period the Code prescribes. Two thirds of the members must be present or represented, and the amendment must be carried by a two-thirds majority of the votes cast. A change to the purpose of the association requires a stricter majority again. The decision then has to be filed with the registry of the business court and published, and only after publication can it be relied on against third parties. Plan around that lead time rather than around the date of the meeting.
What happens if you do nothing
The Code did not make an unamended text invalid overnight. What it did was give the new rules priority: where the old articles conflict with Book 9, the Code applies and the clause in the statutes does not. The practical effect is that a board can act on a provision that no longer has any force, for example about how directors are appointed or how a member is expelled. A decision taken on that footing exposes the association, and in some cases the director personally, because directors can be held liable where the association fails to meet duties that follow from the Code.
A good moment to check everything else
Amending the articles of association is the natural moment to review what sits around them: the internal rules, the disciplinary regulation, the membership conditions and the registration in the UBO register. Bringing those into line at the same time costs far less than doing it in the middle of a dispute. General guidance for clubs is published by Sport Vlaanderen, and we advise clubs and federations on corporate and association law and on the documents that sit underneath the statutes.