ARTICLES OF ASSOCIATION

Article 1. Name and legal form

The association takes the form of a non-profit organization.

The name is "Business Angels Europe," abbreviated as "BAE." The full and abbreviated name may be used together or separately.

Article 2. Registered Office

The registered office is located in the Brussels-Capital Region.

The address of the registered office may be transferred to any location in the bilingual Brussels-Capital Region or in the Dutch language area by a simple decision of the governing body, without this requiring an amendment to the language of the articles of incorporation.

The association may, by a sole decision of the governing body, establish administrative offices, branches, and subsidiaries in Belgium and abroad.

Article 3. Selfless Purpose

BAE has the selfless purpose of representing the business angel community in Europe and giving them a voice, by:

a) Raising awareness among the general public about the role of business angel investments in Europe in all its forms, including business angel networks (BANs), angel groups, and syndicates.

b) Promoting the contribution of business angel networks and business angels to an entrepreneurial culture.

c) Encouraging and actively promoting the exchange of experiences between business angel associations and professional organizations, as well as business angel networks, and encouraging "best practices" and quality and professional standards.

d) Acting as the reference point for reliable data relevant to business angel activities in Europe through regular collection of statistics on the European angel financing market.

e) Collaborating with key organizations at the European level to foster a supportive administrative environment for the growth of business angel and early-stage financing, including the adoption of tax measures that encourage risk-taking by both entrepreneurs and business angels, and maintaining contact with European authorities for the recognition of business angel financing within the future of the European economy.

f) Assisting members in their advocacy activities with local and regional governments.

g) Proactively connecting the European angel market with the global angel ecosystem and serving as a counterpart to relevant organizations worldwide for benchmarking and cross-border collaboration.

h) Strengthening the role of associations and professional organizations in European countries, which may involve supporting the establishment and development of new federations and professional associations.

i) Developing a framework that stimulates cross-border collaboration and deal flow exchange among the member networks of federations and professional associations, and taking all measures that contribute to achieving this objective.

The pursuit of these objectives will be facilitated through the conclusion of cooperation agreements with other European organizations and the development of contacts with non-European organizations.

Article 4. Duration

The association is established for an indefinite duration.

Title II: Members

Article 5. Members

§1. The number of members of the association is not limited. It cannot be less than three.

§2. The association can have active members, affiliated members, and associated members.

Active members are federations or national associations representing the BA community in all its forms, including networks of business angels, located in the European Union, and acting as representatives, recognized voices, and promoters of the national angel market. They do not engage in match-making activities. A complete definition of organizations eligible as active members is available on the BAE website.

Upon invitation by the Council only, affiliated members can be:

• Members of the BAE club, business angel networks, syndicates, or relevant groups bringing best practices in their country to benefit the work of BAE in developing standards for the European angel market and raising the level of this sector.

• Federations or national associations and networks of business angels that do not meet the full membership criteria.

Associated members are organizations that do not meet the aforementioned criteria for full or affiliated membership but have a clear interest in the business angels industry.

§3. Full membership, including voting rights at the general meeting, is exclusively reserved for active members.

§4. Affiliated members and associated members can benefit from the activities of the association. They do not have voting rights at the general meeting and may not attend unless expressly and individually invited.

§5. The association shall maintain a register of members at its registered office in accordance with Article 9:3 § 1 of the Companies and Associations Code.

The governing body may decide that the register of members be kept in electronic form.

Article 6. Admission Procedure

Anyone who meets the criteria in Article 5 and is accepted as such by the Governing Body may become a member of the association. The application for admission of a candidate member must be submitted in writing to the chairman of the governing body. Admission is only valid if the Governing Body approves the request by a two-thirds majority.

The Governing Body may refuse the request without providing a reason. There is no recourse to the courts against the refusal of approval.

Article 7. Withdrawal

§1. Each member of the association is free to withdraw.

This withdrawal must be notified to the governing body by registered letter at the registered office of the association or by email, at least three months before the end of the financial year, and becomes effective from the day following the date of the registered letter or email.

Any resignation becomes effective at the end of the current financial year, provided that the member has paid the outstanding membership fees.

§2. In the event of the death, bankruptcy, manifest inability, liquidation, or disqualification of a member, that member is deemed to have withdrawn from the association at that time by operation of law.

§3. A withdrawing member has no claim to the assets of the association and cannot reclaim their contribution or paid fees.

§4. A withdrawing member cannot demand or request an overview, accountability, sealing, or inventory.

Article 8. Exclusion

§1. The association may, upon proposal by the governing body, exclude an active member without the need for justification.

§2. Only the general meeting of members is authorized to pronounce an exclusion. The exclusion must be indicated in the invitation.

§3. The member whose exclusion is requested must be heard at the general meeting of members.

§4. The exclusion can only be pronounced by the general meeting of members with the compliance of the attendance and majority requirements prescribed for an amendment of the articles of association.

§5. The following members are also deemed to have withdrawn:

No longer meeting the requirements that allowed them to join the association;

Not paying the membership fees;

Acting in a manner detrimental to the reputation of BAE externally;

Engaging in activities harmful to the objectives and purposes of BAE;

Violating the internal regulations of BAE in any other way.

If applicable, the provisions in accordance with Article 9:23 of the Companies and Associations Code must be followed.

§6. The governing body informs the concerned member of the decision to exclude within fifteen days by email to the email address communicated to the association by the member. If the member has chosen to communicate by mail with the association, the decision is communicated to them by registered (or ordinary) mail.

§7. An excluded member has no claim to the assets of the association and cannot reclaim their contribution or paid fees.

§8. An excluded member cannot demand or request an overview, accountability, sealing, or inventory.

Article 9. Rights and Obligations of Members

All members agree to abide by the internal regulations of the association.

All members of the association commit to annually provide the association with statistical data regarding their activities.

Article 10. Membership Fees

All members are obligated to timely pay their membership fees.

Each member has the right to resign from membership if they are unwilling to pay the membership fee if it increased in the last three months of the financial year. Membership expires at the end of the financial year in which the member has not fulfilled the payment of the fee.

The annual contribution is determined by the Board of Directors and may not exceed EUR 100,000.

Title III: Governance - Control

Article 11. Composition of the Board of Directors

The association is governed by a Board of Directors composed of at least the minimum number of members prescribed by the Companies and Associations Code.

Article 12. Appointment and dismissal of the Board of Directors

§1. Composition

The directors are natural persons representing an effective member.

External directors may be appointed as long as they do not have voting rights.

Special attention should be given to the geographical distribution of the elected representatives on the board, in an attempt to reflect the true European character of the organization.

§2. Appointment

The directors are appointed by the general meeting of members by a simple majority regardless of the number of members present and/or represented. The directors serve without remuneration unless a director is appointed by a specific decision of the Board of Directors to work on predetermined projects of the association. If a director's mandate is remunerated, the general meeting of members, deciding by an absolute majority of votes, determines the amount of this fixed or proportional compensation.

The directors are appointed for a period of two years and are eligible for reappointment.

§3. Termination of mandate

The general meeting of members may terminate the mandate of any director at any time and without giving reasons with immediate effect. This termination is decided by a simple majority of the number of members present and/or represented at the general meeting. However, it must be explicitly mentioned on the agenda of the general meeting.

In addition, the mandate of a director ends by voluntary resignation, expiration of the mandate, death, or in the event of legal incapacity. A director who resigns voluntarily must notify the Board of Directors in writing.

The termination of the mandate takes effect immediately unless the resignation would reduce the minimum number of directors below the statutory or legal minimum. In this case, the director remains in office until a replacement is provided. The Board of Directors must convene the general meeting within two months to arrange for the replacement of the director concerned.

When a director's position becomes vacant before the end of their mandate, the effective member who nominated that director has the right to nominate a new candidate director who, once appointed in accordance with §2 of this article, will serve as a director for the remaining duration of the original mandate.

Article 13. Chairmanship of the Board of Directors

The Board of Directors selects at least one chairman from among its members and possibly one or more vice-chairmen.

This appointment is valid for the entire mandate of the respective director and is renewable.

The meetings of the Board of Directors are chaired by the chairman. If the chairman is unable or absent, the meeting is chaired by one of the vice-chairmen, if appointed, and in other cases, by the oldest of the directors present or by another director designated in advance by the chairman.

The chairman ensures that the voting procedures and rights are respected according to the applicable law.

Article 14. Convocation of the Board of Directors

The Board of Directors is convened by the chairman.

Article 15. Decision-making of the Board of Directors

The Board of Directors can deliberate and make valid decisions only if at least half of the directors are present or represented. Decisions are made by a simple majority of votes. Attendance may also be demonstrated by participation through electronic means (such as video conference or teleconference).

A director may also express their opinion in writing and cast their vote in writing, provided that half of the members of the Board of Directors are present in person.

The Board of Directors can only validly deliberate and decide on matters not listed on the agenda if all members of the Board of Directors are present at the meeting and agree.

The meetings can also be held electronically. The convocations indicate the method by which the meeting is conducted.

The decisions of the Board of Directors can also be taken unanimously in writing by all directors. This written agreement can also be in the form of an email.

Article 16. Minutes of the Board of Directors

The decisions of the Board of Directors are recorded in the minutes, which are signed by the chairman of the meeting of the Board of Directors and the secretary, as well as the directors who request it. In the absence of the chairman and the secretary, two other directors will validly sign these documents.

The minutes are kept in a special register.

The proxies, as well as the opinions and votes expressed in writing, are attached to the minutes.

Article 17. Powers of the Board of Directors

§1. The Board of Directors is authorized to carry out all acts necessary or useful for the realization of the purpose of the association, except those for which, according to the Companies and Associations Code or these bylaws, only the general meeting of members is competent.

§2. The Board of Directors represents the association, including its representation in and out of court.

The Board of Directors acts as plaintiff and defendant in all legal proceedings and decides whether or not to resort to legal remedies.

Without prejudice to the general representation powers of the Board of Directors as a collective body, all acts binding the association, both in and out of court, are valid when signed by two directors acting jointly or by the chairman of the board of directors. Commitments relating to daily activities and limited to a maximum financial commitment, to be determined by the Board of Directors, can be validly entered into by the delegated director.

They do not have to prove their powers to third parties.

§3. The Board of Directors can, in accordance with Article 9:7 of the Companies and Associations Code, delegate its powers for specific acts and tasks to one of the directors, who will assume responsibility for them. This delegation and the related division of tasks cannot be invoked against third parties.

Article 18. Executive Management

The governing body may delegate the daily management, as well as the representation of the association concerning that management, to one or more persons, whether or not members of the governing body, who hold the title of "Delegated Executive Director."

The governing body determines whether one or more delegated executive director(s) act alone, jointly, or as a college.

The mandate has a fixed term determined by the governing body and can be renewed.

The delegates for daily management may grant special powers of attorney to any agent within the scope of that management.

However, this agent must be approved by the governing body by a simple majority, with a valid decision if the majority of directors are present. The mandate has a fixed term determined by the governing body and can be renewed.

The governing body contractually determines any allocations and remuneration for the delegated executive directors. The governing body may dismiss a delegated executive director at any time.

The delegated executive director is tasked with:

Carrying out day-to-day operations of the association

Preparing general meetings and meetings of the Board of Directors and the Executive Committee

Implementing decisions of the General Meeting, the Board of Directors, and the Executive Committee

If no delegated executive director has been appointed, the chairman of the Board of Directors will perform the above tasks.

Upon appointment, the delegated executive director will attend meetings of the Board of Directors and the Executive Committee with an advisory vote. The delegated executive director reports to the chairman.

Article 19. Executive Committee

The Board of Directors may appoint an Executive Committee among its members to carry out the work program. An Executive Committee can only be nominated simultaneously and for the same term as the chairman.

The responsibilities of the Executive Committee and its relationship with the Board of Directors are defined in a separate internal regulation.

The Executive Committee will be chaired by the chairman and will report to the Board of Directors.

Article 20. Control of the Association

When required by the Companies and Associations Code and within the legal limits, the supervision of the association is entrusted to one or more auditors, members of the IBR (Institute of Registered Auditors), appointed for a renewable term of three years.

Title IV: General Assembly of Members

Article 21. Composition

The general assembly of members consists of all active members.

Affiliated and associated members may be invited as observers. They will be encouraged to contribute to the debate but do not have voting rights.

The Board of Directors may decide to invite representatives from organizations with similar objectives and the European Commission as observers for the General Assembly.

When the general assembly of members deliberates based on a report prepared by the commissioner, the commissioner participates in the general assembly of members.

Article 22. Powers

The general assembly of members exercises the powers assigned to it by the Companies and Associations Code and these articles of association.

This includes the following exclusive powers that can only be exercised by the general assembly of members:

Amendment of the articles of association;
Appointment and dismissal of directors, as well as determining the maximum number of members of the Board of Directors;
Appointment and dismissal of the commissioner and determination of remuneration;
Approval of discharge for directors and the commissioner, as well as, if applicable, filing an action for liability against directors and the commissioner;
Approval of the annual accounts and budget;
Dissolution of the association;
Exclusion of a member;
Conversion of the non-profit organization into an international non-profit organization (INPO), a cooperative recognized as a social enterprise, or a recognized cooperative social enterprise;
Contribution or acceptance of a contribution of a set of assets for free;
Determination of the amount of the membership fee;
All other cases required by the Companies and Associations Code or these articles of association.

Article 23. Organization and convening of a general assembly of members

Every year, an ordinary general assembly, called the annual meeting, is held at the registered office.

The governing body and, if applicable, the commissioner must convene a special or extraordinary general assembly of members in the cases determined by the Companies and Associations Code and these articles of association, and whenever the interests of the association require it or when the Executive Committee or at least one-fifth of the members request it. In the latter case, the members shall indicate the agenda items in their request. The governing body or, if applicable, the commissioner shall convene the general assembly of members twenty-one days after the request for convening the general assembly of members.

The notice of a general assembly of members shall state the agenda. Any proposal for an agenda item signed by at least one twentieth of the members shall be included on the agenda of the meeting.

The notice shall be sent by email to the active members, directors, and, if applicable, commissioners at least fifteen days before the general assembly of members. For individuals for whom the association does not have an email address, the notice shall be sent by regular mail on the same day as the dispatch of electronic notices.

Upon request, active members, directors, and, if applicable, commissioners shall promptly and free of charge receive a copy of the documents that must be submitted to the general assembly of members in accordance with the Companies and Associations Code.

Any active member, director, or commissioner may waive the notice and shall in any case be considered duly convened if present or represented at the general assembly of members.

Article 24. Sessions

The general assembly of members shall be chaired by the chairman of the governing body, or in their absence, by the vice-chairman or, failing that, by the oldest attending director or by another director designated in advance by the chairman. If no director is present, the general assembly of members shall be chaired by the oldest attending member.

The secretary of the governing body shall act as secretary. In their absence, this task shall be performed by a secretary appointed by the chairman.

The governing body may also provide for remote electronic participation by members. The conditions regarding attendance and majority, as determined by the law or the articles of association, shall be maintained. Members participating in the general assembly in this manner shall be deemed present at the place where the general assembly is held.

Article 25. Deliberations

§1. Only active members have voting rights at the general assembly of members. Each active member has one vote.

§2. Each member may give written proxy to another member to represent them at the general assembly of members and vote on their behalf. Each member can only participate in the general assembly of members with one such proxy. Both paper proxies and proxies via email are accepted.

A granted proxy remains valid for any subsequent general assembly of members to the extent that the same agenda items are addressed, unless the principal would no longer be a member of the association, except for cases provided by the Companies and Associations Code or these articles of association.

§3. All general assemblies of members may only decide on proposals included in the agenda unless all parties - comparators that need to be called, are present or represented, and, in the latter case, provided that the proxies expressly state so.

§4. Unless provided otherwise by the Companies and Associations Code or these articles of association, the resolutions of the general assembly of members are adopted by a majority of votes, regardless of the number of members present or represented at the general assembly of members.

§5. The general assembly may validly deliberate and decide on amendments to the articles of association only if the proposed amendments are accurately indicated in the notice and if at least two-thirds of the members are present or represented at the meeting. If this last condition is not fulfilled, a second convocation is necessary, and the new meeting deliberates and decides validly, regardless of the number of members present or represented. The second meeting may not be held within fifteen days following the first meeting.

An amendment is only adopted if it has obtained two-thirds of the votes cast, with abstentions not being taken into account in the numerator or denominator. However, if the amendment relates to the purpose or the non-profit objective of the association, it is only adopted if it has obtained four-fifths of the votes cast, with abstentions not being taken into account in the numerator or denominator.

Article 26. Written general assembly of members

§1. The members can, within the legal limits, unanimously and in writing adopt all decisions that fall within the competence of the general assembly of members, except for those that must be executed by authentic deed.

§2. With regard to the date of the special general assembly or annual general assembly of members, the date of receipt at the registered office of the association is deemed to be the date on which the written decision, signed by all members, was received unless proven otherwise. If multiple copies of the proposal for the written decision were sent, the date of receipt of the last signed written decision is decisive.

The written decision, contained in one or more approved proposals, must be supplemented by a dated and signed declaration by the governing body stating that the written decision, signed by all members, has been received at the registered office of the association on the date mentioned in this declaration and bears all the required signatures.

The submitted proposal for a written decision must indicate whether it is intended that all agenda items must be approved as a whole to constitute a valid written decision or whether separate written approval is requested for each agenda item.

§3. The submitted proposal for a written decision may stipulate that the approval must be received at the registered office of the association before a specific date to be eligible for a valid written decision. If the unanimously approved written decision, in one or more copies, has not been received in a timely manner before that date, the signed approvals lose any legal effect.

Article 27. Minutes

§1. Minutes shall be kept of each meeting.

§2. The minutes of the resolutions of the general assembly of members shall be entered in a register kept at the registered office. The minutes shall be signed by the chairman of the general assembly of members and the secretary, as well as by the attending members who request it. In the absence of the chairman and the secretary, they shall be signed by two members of the general assembly.

The attendance list and any reports, proxies, or written votes shall be attached to the minutes.

The register of minutes shall be kept at the registered office of the association, where all members and interested parties may take note of it without moving the register.

Copies for third parties shall be signed by one or more members of the governing body with the power of representation, including the chairman.

Title V: Financing - Fiscal Year - Internal Regulations

Article 28. Financing

The non-profit organization (VZW) is financed through membership fees paid by the members, subsidies, and resources generated from its activities.

Article 29. Fiscal Year

The fiscal year of the association begins on January 1st and ends on December 31st of each year.

On the last day of the fiscal year, the association's accounting is closed, and the governing body prepares the financial statements in accordance with applicable legal provisions. The governing body also prepares a budget proposal for the following fiscal year.

The governing body presents the financial statements for the previous fiscal year and the budget proposal for the next fiscal year for approval at the annual meeting.

The governing body may also have the budget approved by a special general meeting of the members.

Article 30. Internal Regulations

An internal regulations document may be created by the governing body and submitted for approval to the general meeting of the members. Amendments to these internal regulations can be made by the general meeting with a simple majority of the members present or represented.

Title VI: Dissolution – Liquidation

Article 31. Dissolution

The association may be dissolved at any time by a decision of the extraordinary general meeting of members taken under the same conditions as for the amendment of the purpose or the non-profit objective of the association. The reporting obligations, if applicable under the Companies and Associations Code, shall be observed.

Article 32. Liquidators

Upon the dissolution of the association, the extraordinary general meeting of members shall appoint one or more liquidators, define their powers, and determine their remuneration.

Article 33. Destination of the net assets

In the event of dissolution and liquidation, the extraordinary general meeting of members shall decide on the destination of the association's assets, which must be allocated to a non-profit purpose in any case.

This allocation shall be made after the settlement of all debts, charges, and costs of the dissolution and liquidation or the deposit of the necessary sums to satisfy them.

Title VII: General Provisions

Article 34. Choice of Domicile

For the implementation of these statutes, each member, director, auditor, or liquidator residing abroad chooses their domicile at the registered office of the association, where all communications, reminders, summons, and notifications can be validly made if no other domicile has been chosen in Belgium for all relations with the association.

Article 35. Jurisdiction

For any dispute regarding the affairs of the association and the implementation of these statutes, an exclusive jurisdiction is granted to the commercial court within whose jurisdiction the registered office of the association is located, unless the association explicitly waives it.

Article 36. General Law

The provisions of the Companies and Associations Code, from which no valid deviation has been made, are deemed to be incorporated into the statutes, and clauses that are in conflict with the mandatory provisions of the Code are deemed not to be written in the statutes.