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Holding a general assembly

What are the competences of the GA?

The General Assembly has the sole competence to take the following decisions:

  • the appointment and dismissal of directors, by a majority of votes of the members present or represented
  • the approval of the annual accounts for the previous year, by a majority of the votes of the members present or represented
  • the approval of the provisional budget for the following year on the basis of an action plan, by a majority of the votes of the members present or represented,
  • the exclusion of a member, by a 2/3 majority of the votes of the members present or represented,
  • the modification of the statutes, by a 2/3 majority of 2/3 of the members present or represented
  • the dissolution of the association, by a 2/3 majority vote of at least 2/3 of the members present or represented.

Who participates?

It is compulsory to invite members who have paid their annual subscription. Their presence is not obligatory, they can be absent or give a proxy to another member or to a third party if this is provided for in your statutes. You can invite other people, for example donors, volunteers or interested third parties, but they must not take part in the voting.

How many members should be present?

General assemblies which are called to deliberate on the modification of the statutes and on the dissolution of the association must gather 2/3 of the members present or represented. They take their decisions by a qualified majority of 2/3. All other General Assemblies shall take their decisions by a simple majority of the votes of the members present or represented, regardless of the number of members present.

Votes by show of hands or secret ballot? 

In principle, votes of a personal nature, such as the election of directors or the exclusion of a member, are taken by secret ballot to preserve the anonymity of the votes cast. Other votes are by show of hands. The statutes may provide for the type of voting to be adopted and the general meeting may decide, on the spot, whether votes are taken by show of hands or anonymously.

When should a general meeting be held?

One general meeting per year is required to approve the annual accounts for the previous year and to adopt the provisional budget for the following year. One or more additional general meetings may be necessary, for example, to make up for the absence of directors, to approve additional budgetary resources or to authorise new developments.

Minutes?

Yes, the decisions of the general meeting must be recorded in minutes. Your statutes stipulate how these decisions are to be communicated to your members. This can be done, for example, by sending the minutes to the members, by publishing them on your website or by giving members or third parties access to the minutes at the association's headquarters. 

Your questions have answers
Organising a board meeting

Questions / Answers

  • The method of convening general meetings must be provided for in your articles of association. Convene general meetings by electronic means only if this method is provided for in the articles of association.

  • It may be useful to appoint two tellers from among the members present. Their task is to count the votes cast by show of hands and to count the votes in the case of a secret ballot. Their task is also to ensure that the voting process runs smoothly. 

  • The appointment of one or more cash auditors is not mandatory. Even if the principle of such an appointment is not provided for in the articles of association, the general meeting is entitled to appoint one or two auditors. They are called upon to audit the annual accounts and to make a corresponding report to the General Assembly. The mandate of the cash auditor is not compatible with that of a director.

  • General meetings called to decide on amendments to the statutes or on the dissolution of the association are commonly referred to as "extraordinary general meetings" insofar as a quorum of 2/3 of the members is required by law to deliberate validly and decisions are taken by a qualified majority of 2/3.