Association of Masonic Museums, Libraries and Archives
Bruxelles, General Assembly, July 4th, 2025
Under the name of AMMLA (Association des Musées, des Bibliothèques et des Archives Maçonniques – Association of Masonic Museums, Libraries & Archives) an international non-profit association (AISBL) (hereinafter the Association) is formed within the meaning of the Belgian Civil Code, in particular the Companies and Associations Code (CAC).
All official documents, including deeds, invoices, announcements, publications and other documents issued by the Association shall state the name the name of the Association, immediately preceded or followed by the words ‘Association internationale sans but lucratif’ or the acronym ‘AISBL’, as well as the address of the registered office of the Association.
The Association is established for an indefinite period.
It is politically neutral and denominationally independent.
In this document, expressions in the masculine or feminine gender apply equally to men and women.
The registered office of the Association is located at Rue de Laeken 75, 1000 Brussels, in the judicial district of Brussels, capital of the European Union. Any change to the registered office must be published without delay in the appendices to the Moniteur belge. The Association, acting by a simple majority of the General Assembly, may decide to establish other administrative and operational offices in Belgium or abroad.
The purpose of the Association is to promote the management and preservation of the Masonic heritage, and to enhance its visibility, through education, the facilitation of communication, the coordination of efforts and any other appropriate means.
The Association also aims to organise meetings to foster mutual understanding of cultures, by encouraging research, publications, and gatherings or symposia, utilising all appropriate means for this purpose.
To achieve its aims, the Association may use the following means, without this list being exhaustive:
Studies, research, conferences, meetings, cultural events, responding to calls for tenders, the possibility of creating any co-ordination with the aim of broadening the Association’s audience and joining forces with movements sharing the same values and/or projects, seeking funding and partnerships to achieve the objectives set out in the Articles of Association, finally, all tasks and appropriate means to promote the achievement of the aims set out in Article 4.
The Association may also acquire, whether free of charge or against payment, any movable or immovable property; manage, administer and dispose of its assets; enter into contracts, associate or merge with other Associations within the limits of the law.
The Association is open to Belgians and foreigners.
The Association is composed of three categories of members:
Only active members, i.e. members in categories a. and b. have ordinary member status participate in meetings and General Assemblies, have the right to vote, and be eligible to hold office. Active membership is open to applicants who undertake to comply with the membership criteria set out in Article 6 and the procedure set out in Article 7. AMMLA shall at all times comprise a number of members such that their total number will always be at least seven (7). All candidates for active membership must subscribe to the AMMLA statutes and declare their adherence to the fundamental principles set out in these statutes.
Any private or public institution or organisation and meeting the following criteria may become an active member of the Association:
Each active member of the Association may propose a new member.
The application for admission of a new member to the Association shall be made in writing. It shall be sent to the Board of Directors, which shall submit it, along with its recommendation, to the next General Assembly.
At the initiative of the Board of Directors, an investigation committee of three active members from different countries may be appointed before the Board of Directors decides on the membership application.
Admission is approved by a simple majority of the members present at the General Assembly and takes effect immediately.
The founders of the AMMLA, listed in the minutes of the General Assembly of 4 June 1989 in Bayreuth, are individual members of the Association by right.
The General Assembly, acting on a proposal from the Board of Directors, may appoint persons as honorary members of the Association, in recognition of a particular commitment to the AMMLA, extraordinary contributions to its standing or impact, or distinguished services rendered.
Each member is free to withdraw from the Association at any time by sending a written resignation to the Board of Directors.
Any resignation must be sent in writing to the Board of Directors before the start of the next financial year.
The Board of Directors will inform the members at the next General Assembly. The resignation takes effect at the end of the current financial year.
Membership fees remain payable until the end of the current financial year.
The exclusion of a member may only be decided by the General Assembly. The vote must be carried by a simple majority of the votes of all members present or represented.
On the proposal of the Board of Directors, the General Assembly may exclude a member who does not comply with the aims and decisions of the Association or who fails to pay the membership fee for two consecutive years.
Exclusion takes effect immediately.
Membership fees remain payable until the end of the current financial year.
The Board of Directors may, by a majority of three quarters of the votes present or represented, suspend active members who have committed a serious breach of the Articles of Association or of the laws of honour and propriety, pending a decision by the General Assembly.
A member who resigns, is suspended or excluded, or the heirs or assigns of a deceased member, have no rights over the Association’s assets. They may not claim or request statements, an accounting, affixing of seals, inventories, or reimbursement of contributions paid.
They must return to the Association any property in their possession within fifteen (15) days of their resignation, suspension or expulsion.
The Association keeps a register of members which is updated before each General Assembly.
Active members pay an annual fee.
The amount of this fee is set by the Ordinary General Assembly. Founding and honorary members are exempt from paying fee.
The bodies of the Association are :
The organisation of the Association and the status of its bodies, as well as the rights and obligations of the various members, in particular the conditions for admission, are set out in these Articles of Association and in the associated regulations.
Membership implies adherence to Articles of Association and Statutes, in particular the arbitration clause contained therein.
The General Assembly comprises all active members. It is chaired by the Chairman of the Board of Directors, or if he/she is absent, by the Executive Vice-Chairman or by the oldest director present.
The General Assembly is the sovereign power of the Association. It has the powers expressly granted to it by law and these Articles of Association.
In particular, the following are reserved to it:
At least one General Assembly must be held each year. The Association may convene an Extraordinary General Assembly at any time by decision of the Board of Directors.
It must be convened at the request of at least one fifth of the members.
Each meeting shall be held on the day, at the time and place stated in the notice convening the meeting. All active members must be invited to attend.
The General Assembly is convened by the Board of Directors by letter, fax, e-mail or any other means of communication, sent to each active member at least fifteen (15) days before the meeting, and signed by a director on behalf of the Board of Directors.
The meeting shall only be validly constituted if at least fifty percent of the active members’ votes are present or represented.
If the quorum is not reached, a new meeting convened within thirty days (30) may validly deliberate without regard to the quorum.
The agenda is stated in the notice of meeting, to which are attached all the items and documents on which the General Meeting is required to deliberate.
Each member has the right to attend the General Assembly.
Each organisation or institution which is a member of the Association shall appoint a person to represent it at the General Assembly.
It shall inform the Board of this appointment no later than ten days before the General Assembly. Each member has the right to attend the Meeting.
Each active member may give a proxy in writing (letter or e-mail) to another active member in order to be represented at a meeting of the General Assembly.
An active member may not hold more than two proxies at any one time.
Only founding members and active members have voting rights. Each founder member and each active member has one vote.
Other categories of members may attend in an advisory capacity.
Except where otherwise provided by law or by these Articles of Association, for a vote to be carried, it must receive a simple majority of the votes present or represented.
Decisions of the General Assembly may be taken with the written consent of the active members in accordance with the procedures which may be described in the internal regulations.
Any amendment to the Articles of Association or decision to dissolve the Association must be published in accordance with legal or regulatory requirements.
The General Assembly has the non-transferable rights, including those listed in Article 19 and in particular:
The Chairman of the General Assembly appoints a secretary and two scrutineers.
The deliberations and decisions of the General Assembly shall be recorded in minutes signed by the Chairman, the secretary or another member of the Board of Directors.
These minutes shall be kept at the registered office, where all members may consult them.
Members may request extracts from these minutes, signed by the Chairman of the Board of Directors and by a director.
The minutes shall indicate the number of members represented. The attendance list is attached to the minutes.
The Board of Directors may organise a postal or electronic vote.
A decision of the General Assembly requiring at least two-thirds of the votes of the members shall be required for:
The Association is administered by a Board of Directors consisting of at least three directors.
They are all elected by the General Assembly on the recommendation of the outgoing Board of Directors.
The General Assembly shall ensure as far as possible that there is equal representation of men and women on the Board of Directors.
Candidates for the Board of Directors shall be selected on basic requirements (availability, impeccable reputation), complementary skills and gender diversity.
Directors are elected by the General Assembly for a renewable term of three years and may be removed by the General Assembly at any time.
They may be re-elected for a maximum of 12 years in total. Their mandate is exercised free of charge.
If the General Assembly has not renewed the Board of Directors at the end of the directors’ term of office, they shall continue to carry out their duties pending the decision of the General Assembly.
Their term of office shall expire prematurely only in the event of their death, resignation or dismissal. In such cases, the director or his successors are required to return any Association assets that may be in their possession within one month of the date on which they cease to hold office.
The resignation shall be notified to the Board of Directors, which shall complete the required publicity formalities within one month.
Any director may be accompanied by an advisor who takes part in the debate in an advisory capacity.
If a term of office falls vacant, a director may be appointed on a provisional basis by the General Assembly. In this case, he/she completes the term of office of the director he/she replaces. Outgoing directors may be re-elected.
The Board of Directors shall allocate other duties among its members, save for the Chairman, Secretary, and Treasurer, who shall be appointed to their respective offices by the General Assembly.
In particular, it may designate the persons who will carry out the following responsibilities:
The Board of Directors may invite other persons to attend its meetings. The Secretary may be chosen from outside the Board of Directors.
Any member of the Board of Directors who fails to attend two-thirds of the Board meetings during a financial year shall be deemed to have vacated their office automatically, unless a valid reason is accepted by the Board of Directors.
The Board of Directors meets as often as business requires. The Chairman shall plan the ordinary meetings for the current year.
The Board of Directors shall be convened by the Chairman or by two directors.
Meetings shall be convened by letter or e-mail five working days in advance. The notice of meeting shall include the agenda and the necessary documents.
The Board of Directors may only deliberate and take decisions on items on the agenda if a majority of its members are present.
If necessary, it may also meet by telephone or video conference.
Decisions are taken by a simple majority of the members of the Board of Directors. In the event of a tie, the Chairman shall have the casting vote.
The deliberations and decisions of the Board of Directors shall be recorded in minutes. These shall be drawn up within ten days of the meeting and signed by the Chairman or Vice-Chairman and the Secretary.
The Board of Directors has the broadest powers for the administration and management of the Association. Its powers do not extend to acts reserved by law or those reserved by these Articles of Association for the General Assembly.
The Board of Directors shall have the following non-transferable and inalienable powers:
The Board of Directors shall appoint, either itself or by proxy, all agents, employees and members of staff of the Association and shall dismiss them.
It shall determine their occupation and salary.
The Board of Directors may delegate all or part of the day-to-day management of the Association, together with the use of the signature relating to such management, to one or more persons, who may or may not be directors, and whose powers and salary or remuneration, if any, it shall determine.
Where the day-to-day management is entrusted to several persons, it shall be specified whether they act alone or jointly.
The directors and persons delegated for day-to-day management do not, by virtue of their office, enter into any personal obligation and are only liable for the performance of their mandate.
The Association, having legal personality, acts in relation to third parties and is bound by the joint signature of the Chairman or Vice-Chairman and one other member of the Board of Directors, according to the entries in the Moniteur Belge.
Legal proceedings, whether as plaintiff or defendant, shall be instituted or supported on behalf of the Association by the Board of Directors in accordance with the conditions set out in Article 42 of the Articles of Association.
Deeds which bind the Association, other than those relating to day-to-day management, shall be signed, unless specially delegated by the Board, by two directors acting jointly, designated and expressly authorised by the Board of Directors, who shall not be required to justify their powers to third parties.
Deeds relating to the appointment and termination of office of persons authorised to represent the Association shall be filed and published in accordance with legal or regulatory requirements.
Directors and persons delegated for day-to-day management shall not, by virtue of their office, incur any personal obligations and shall only be liable for the performance of their mandate.
Acts relating to the appointment or termination of office of directors, persons delegated for day-to-day management, and persons authorised to represent the Association shall be filed with the clerk of the commercial court for publication by extract in the appendices to the Moniteur belge.
The Board of Directors may submit internal rules to the General Assembly for approval.
Article 45: NGOs
(Abrogated)
The financial year begins on the first of January and ends on the thirty-first of December of each year.
In accordance with Article 27 §f and §g, the annual report and the annual accounts for the past financial year (the profit and loss account, the balance sheet and the auditors’ report), together with the budget for the following financial year, shall be submitted annually to the General Assembly for approval.
In accordance with Article 28 §e, the General Assembly shall appoint an external auditor or two auditors, chosen from among the active members who are not members of the Board of Directors.
They shall be appointed for one year and may be reappointed.
The auditors shall check that the accounts are properly kept and shall audit the accounts, ensuring in particular that the balance sheet and profit and loss account are accurate and that they tally with the accounting records.
They draw up a report which is submitted, together with the annual accounts, to the General Assembly.
The Association’s financial resources come from :
The accounts are kept by the Treasurer.
He shall draw up the annual accounts for the financial year from 1 January to 31 December each year. They include the balance sheet and the profit and loss account, as well as the budget for the following financial year.
The treasurer submits his accounts to the auditors for annual auditing.
Any dispute or disagreement between members concerning the life of the Association must be the subject of a written complaint addressed to the Chairman, or to the Vice-Chairman if the Chairman is concerned.
The complaint is submitted to the Board of Directors, which investigates the dispute, hears the parties and attempts to reconcile them.
If the dispute involves the Chairman, the Board of Directors or a member thereof, the complaint is submitted directly to the General Assembly, which proceeds in the same way.
If conciliation fails, the General Assembly shall take a decision.
Any dispute between the Association and one of its members, in particular concerning the decisions of the General Assembly or any other body, but excluding matters relating to the payment of fees, shall be submitted to arbitration to the exclusion of any recourse to ordinary courts.
The seat of the arbitration shall be in Brussels. The Belgian rules of internal arbitration shall apply.
The General Assembly, duly convened, may decide to dissolve the Association by secret ballot and by a two-thirds majority of all present or represented active members.
If this quorum is not reached, the proposal shall be submitted to a new General Assembly convened for this purpose, which shall take its decision by a majority of the members present.
In the event of the dissolution of the Association, the General Assembly shall appoint the liquidators, determine their powers and indicate the use to be made of the net assets of the Association.
In all cases of voluntary or judicial dissolution, at any time or by any cause whatsoever, the net assets of the dissolved Association shall be allocated to a similar institution or Association with a similar social purpose.
Anything not explicitly provided for in these Articles of Association shall be governed by Belgian law (Code of Companies and Associations). In the event of a discrepancy between the versions, the version in the French language will prevail. Thus the present version in the French language replaces and supersedes any other version with immediate effect.