Statutes

THE MOBILITY FACTORY SCE

"THE MOBILITY FACTORY" SCE

Milcampslaan 105

1030 BRUSSEL

company registration number: BE0717.984.991 Brussel

Official Dutch version

CONSOLIDATED ARTICLES OF ASSOCIATION

I. LEGAL FORM - PURPOSE

Article 1. Legal form, name, and registered office

The company takes the form of a European Cooperative Society (SCE) with limited liability, under the name "The Mobility Factory".

The registered office of The Mobility Factory is located in the Brussels Region. It may be relocated by decision of the Board of Directors.

The words "European Cooperative Society with Limited Liability" or the abbreviation "SCE" must precede or follow the name The Mobility Factory in all acts, invoices, and documents issued by the company.

Article 2. Cooperative purpose and values, object, and purpose

The cooperative purpose of The Mobility Factory is to contribute to better and sustainable mobility in our communities through cooperation among all partners, whether users of the services or not. Clean air, renewable energy, living space, and user engagement are our driving forces, guided by cooperative values as formulated by the ICA: self-help, responsibility, democracy, equality, equity, and solidarity.

The object of The Mobility Factory is to provide goods and services to its partners, thereby enabling partners to offer solutions for sustainable mobility in their local operations. To this end, The Mobility Factory develops, among other activities, the following activities:

  • design and programming of computer programs.

  • computer consultancy activities.

  • management of computer facilities.

  • data processing and web hosting.

  • design and maintenance of web portals.

This list is not exhaustive. In general, The Mobility Factory may perform all commercial, industrial, financial, movable, or immovable acts directly or indirectly related to its object, or which would facilitate its realization wholly or partly. To this end, The Mobility Factory may collaborate with, participate in, or in any way, directly or indirectly, take interests in other companies, associations, or enterprises. The Mobility Factory may provide security for its own commitments as well as for the commitments of third parties, including by giving its assets in mortgage or pledge. It may also act as a director, proxy holder, agent, or liquidator in other companies, associations, or enterprises. The Mobility Factory will not extend the benefits of its activities to non-partners.

Article 3. Recognition by NRC

When The Mobility Factory is recognized as a cooperative as referred to in Article 8:4 of the Companies and Associations Code (WVV), it shall add the word 'recognized' to its name. The Mobility Factory shall comply with the conditions of this recognition in its articles of association and in its operations. Among other things, it shall reserve income annually for providing information and training to current and potential members or the general public. The Board of Directors shall annually report on how The Mobility Factory has exercised supervision over compliance with the conditions of recognition by the NRC.

II.CONTRIBUTIONS-SHARES

Article 4. Contributions and shares

Each member contributes to the company, for which they acquire shares. Each cash contribution shall be fully paid up immediately. There are two categories of shares:

  • A-shares. These shares are reserved for cooperatives or organizations that operate according to cooperative principles, offer, or intend to offer sustainable mobility solutions, and wish to avail themselves of the goods and services of The Mobility Factory.

  • B-shares. These shares are reserved for investor-members; they do not use the goods and services of The Mobility Factory. The Board of Directors is authorized to decide on the issuance of new shares. The number of shares to be issued in The Mobility Factory is unlimited.

Article 5. Form of the shares The shares are registered; they are indivisible with respect to The Mobility Factory. If a share belongs to multiple owners, is encumbered with usufruct, or if several persons have property rights to the same share, the Board of Directors may suspend the exercise of the voting rights until a single person is designated as the holder of the voting right.

Article 6. Transfer, acquisition, and redemption of shares.

Shares are transferable between members with prior written approval from the Board of Directors. Transfer to a third party may be valid if this third party is accepted as a member by the Board of Directors prior to or simultaneously. Any refusal must be justified by the Board of Directors.

A member may always acquire additional shares, subscribe to additional shares. The same rules apply as for admission. A member may also redeem shares, which is voluntary withdrawal with a portion of the shares. The same rules apply as for voluntary withdrawal.

III. MEMBERS

Article 7. Members

There are two categories of members, namely A and B. They respectively hold A shares and B shares. To be accepted as a member, the candidate applies for admission to the Board of Directors of The Mobility Factory. Candidates must subscribe to the required number of shares as described in the Internal Regulations and must be accepted by the Board of Directors. Refusals of admission shall be justified by the Board of Directors.

By applying for admission to The Mobility Factory, the applicant accepts these articles of association and the Internal Regulations. The applicant accepts the governance structure of The Mobility Factory and agrees to follow all decisions taken by the General Assembly and the Board of Directors.

The Mobility Factory ensures that all members in equal circumstances are treated equally.

Article 8. Rights and obligations of members

Each member is obliged to support The Mobility Factory to the best of their ability. Each member must comply with legal provisions, these articles of association, the Internal Regulations, and the decisions of the General Assembly and the Board of Directors.

By joining The Mobility Factory, the member becomes a co-owner of the cooperative which they democratically control, as further described in these articles of association and in the internal regulations. Each member is liable only up to the amount of their contribution to The Mobility Factory.

Members actively contribute to the realization of the purpose, the cooperative objective, and the object of The Mobility Factory.

Article 9. Register of members

The Mobility Factory keeps a register at its registered office in which, for each member, the legally required information is recorded. The Board of Directors is responsible for the entries. Members may inspect this register. The register may be kept in electronic form, at the discretion of the Board of Directors.

Members requesting it may receive a copy of this entry in the share register in the form of a certificate. This certificate cannot be used as evidence against the entries in the members' register.

Article 10. Termination of membership

Membership of a member of The Mobility Factory ends because of their voluntary withdrawal, their automatic withdrawal, or their exclusion.

Article 11. Voluntary withdrawal

A member wishing to withdraw must request this in writing from the Board of Directors during the first six months of the financial year in which they wish to withdraw. The Board of Directors of The Mobility Factory decides on the withdrawal, considering factors such as the financial situation, the continuity of The Mobility Factory, or contractual obligations. The Board of Directors may refuse a withdrawal and shall justify its decision.

To ensure the continuity of The Mobility Factory, withdrawal is only possible from 5 years after admission, unless the Board of Directors decides otherwise.

Article 12. Automatic Withdrawal

The membership of a member of The Mobility Factory terminates automatically because of death, bankruptcy, apparent inability, declaration of incapacity, or dissolution accompanied by liquidation.

Article 13. Exclusion of Members

The Board of Directors may exclude any member based on reasonable grounds or if the member engages in behaviors that manifestly contradict the purpose or interests of The Mobility Factory. The decision to exclude a member shall be made after the Board of Directors has heard the respective member. An appeal against the decision to exclude may be lodged with the General Assembly. This request must be submitted in writing to the Board of Directors of The Mobility Factory within 30 days of receiving the decision to exclude.

Article 14. Repayment of Shares

Upon withdrawal, exclusion, or redemption, the member is entitled to the repayment of the value of their shares. For A-members, this is the value of the shares as shown in the last approved balance sheet, without exceeding the amount paid on the shares. For B-members, this is the value of the shares as shown in the last approved balance sheet. When the separation share is due, it is generally paid one month after the withdrawal takes effect, provided that the departing member has fulfilled all contractual obligations to The Mobility Factory. The Board of Directors may decide to spread the payment over a period of up to two years and shall justify this decision. However, the right to payment of the separation share is suspended if, based on the balance sheet and liquidity test, the separation share cannot be paid, until payments are permitted again. This balance sheet and liquidity test are further described in Article 33 of these articles of association. No interest is payable on this suspended amount. No other payments shall be made to members until these suspended payments have been executed.

Article 15. Rights of Departing Members and of Any Legal Successors of the Members

The excluded and withdrawn members or, in the event of death, bankruptcy, apparent inability, liquidation, or declaration of incapacity of a member, their heirs, creditors, or representatives, may not assert any other rights against The Mobility Factory.

They may not, under any circumstances, demand the liquidation of The Mobility Factory or affix seals to its assets or demand an inventory thereof. In exercising their rights, they must comply with the articles of association, internal regulations, statements, and the decisions of the Board of Directors and the General Assembly.

IV. GOVERNANCE

Article 16. Board of The Mobility Factory

The Mobility Factory is governed by a Board of Directors composed of a minimum of 4 and a maximum of 9 directors, whether members, appointed by the General Assembly for a term of 6 years. Up to one-fourth of the directors are nominated by B-members. Outgoing directors are eligible for reappointment.

Directors may be natural persons or legal entities. When a legal entity is appointed as a director, a natural person is designated as a permanent representative responsible for carrying out the duties on behalf of the legal entity.

The mandate of the directors is unpaid, but an expense allowance may be granted, provided it is approved by the General Assembly and is not a share in profits.

Within eight days of their appointment, the directors must file the required extract of their appointment deed with the registry of the commercial court.

Article 17. Board of Directors

The Board of Directors selects a chairman from the directors of category A. In the absence or incapacity of the chairman, the Board of Directors is chaired by the eldest director of category A.

The Board meets upon convocation by the chairman, on its own initiative, or at the request of a director, and as often as the interests of The Mobility Factory require.

The Board of Directors meets in person at the location specified in the notice of meeting or electronically through ICT tools that allow directors to communicate simultaneously. Additionally, it is also possible to convene meetings where some directors are physically present while others attend electronically.

Except in urgent cases justified in the minutes of the meeting, the Board can only deliberate if two-thirds of the directors are present or represented. Decisions are made by a simple majority. In the event of a tie vote, the chairman's vote is decisive.

Voting is done by show of hands unless it concerns personal matters. In the latter case, voting is secret.

A director may appoint another director to represent him at the meeting and cast his vote in his place via email or any other similar means. Proxies must be communicated to the chairman no later than the start of the meeting. Each director may represent only one other director.

Article 18. Conflict of Interest

A director who has a direct or indirect financial interest conflicting with the interests of The Mobility Factory in a specific decision or matter of the Board of Directors must inform the other directors and may not participate in the deliberation and decision-making process. If all directors have a conflict of interest, the decision or transaction shall be submitted to the General Assembly. If the General Assembly approves the decision or transaction, the Board of Directors may proceed with it.

The report of the Board of Directors or the General Assembly shall include information regarding the conflict of interest and the abstention of the director(s) from this decision, describe the financial consequences of the decision for The Mobility Factory, and justify the decision made.

Article 19. Vacancy in the Board Mandate

If a position of director becomes vacant, the remaining directors may co-opt a provisional replacement. This co-option must be submitted to the next General Assembly for ratification. The new director assumes the mandate of the person he replaces, unless the General Assembly does not confirm this co-option, the mandate of the co-opted director ends after the General Assembly, without affecting the regularity of the composition of the Board of Directors up to that point. A member-director automatically resigns when he ceases to be a part of The Mobility Factory.

Article 20. Powers of the Board of Directors

The Board of Directors has the broadest powers to do whatever is necessary or useful to achieve the purpose of The Mobility Factory. Anything not explicitly reserved by law or the articles of association for the General Assembly belongs to its competence.

Regarding third parties, The Mobility Factory is validly represented by two directors together, one of whom is either the chairman or the delegated director, or by the chairman and the delegated director together.

Article 21. Powers to Delegate

The Board of Directors may delegate powers to a proxy of its choice for certain tasks or assignments through a special delegation. Within the limits of this special delegation, the company is validly represented by the proxy to third parties.

The Board of Directors may delegate the daily management of The Mobility Factory to one or more natural persons, who may or may not be members of the Board of Directors of The Mobility Factory. These persons act individually, jointly, or as a college, as determined by the Board of Directors. The person appointed for daily management holds the title of 'manager' or, in the case that the person is also a director, the title of 'delegated director'.

Article 22. Control

One or more auditors, appointed by the General Assembly for a period of 3 years, monitor the company to the extent required by law or if the General Assembly decides so. If no auditor is appointed, each member individually has the investigative and control powers of an auditor. Each member may be represented or assisted at their own expense by an external accountant. The costs of the external accountant are borne by The Mobility Factory when it is obliged to bear these costs because of a judicial decision or when the accountant has been appointed with the consent of The Mobility Factory. In all other cases, the costs of the external accountant are borne by the member.

V. GENERAL MEETING

Article 23. Composition and Authority

The General Assembly consists of all members. It possesses the powers granted to it by law and these statutes.

A regularly constituted meeting represents all members. Its decisions are binding on all, including absentees and those who vote against.

Article 24. Convocation

The General Assembly is convened by the Board of Directors. This must be done in writing, by letter, email, or by any other means. The written notice must be sent to the members at least 30 days before the meeting date at the last known address. This period can be shortened to 15 days in urgent cases. The Board of Directors is obliged to convene the General Assembly within three weeks when members representing 10% of the issued shares request it, with at least the agenda items proposed by the relevant members.

The General Assembly meets when the interest of The Mobility Factory so requires, and at least once a year. Unless otherwise stated in the invitation, the annual General Assembly will be held on the first Monday of June to decide, among other things, on the annual accounts of the past financial year and on the discharge of the directors and, where applicable, of the auditor(s) or of the members responsible for the control.

The General Assembly meets at the registered office of The Mobility Factory or at any other place specified in the notice.

The General Assembly is chaired by the chairman of the Board of Directors or, if absent or unavailable, by the oldest director of category A. The chairman appoints the reporter, who does not need to be a member.

Article 25. Voting Rights and Powers of Attorney

Each member has one (1) vote at the General Assembly, regardless of the number of shares owned, provided that all present and represented B-members together do not hold more than 25% of the total number of votes present and represented.

These statutes allow members to cast their vote in writing in advance.

A member may be represented at the meeting by means of a written proxy granted to another member with voting rights. Each proxy holder may represent a maximum of 1 member.

Article 26. Decisions

Except for exceptions provided by law or by these statutes, the number of members present or represented at the General Assembly does not affect the validity of the deliberations and decisions.

Except for exceptions provided by law or by these statutes, the meeting preferably decides by consensus. If no consensus is reached, a vote is taken, and decisions are made by a simple majority of the votes. Voting is by a show of hands, unless the agenda items are personal matters, in which case voting is secret. Abstentions are not considered.

Except in urgent cases, the General Assembly can only deliberate and decide on agenda items.

Article 27. Amendments to the Statutes and Internal Regulations

To validly decide on an amendment to the statutes or internal regulations, at least half of all members must be present or represented. If this is not the case, a second meeting with the same agenda must be convened, which can validly decide regardless of the number of members present or represented. Amendments to the statutes and internal regulations can only be approved by a 2/3 majority of the votes, provided that all present and represented B-members together do not hold more than 25% of the total number of votes present and represented.

Article 28. Amendments to the Cooperative Purpose, Values, Objectives, and Scope

When the General Assembly must decide on an amendment to the cooperative purpose, values, objectives, and scope of The Mobility Factory formulated under Article 2, the Board of Directors shall justify the proposed amendment comprehensively in a report. This report shall be made available to the members according to the convocation formalities described in Article 24 of these statutes. If this report is missing, the decision of the General Assembly shall be void. The proposed amendments shall be accurately specified in the convocation.

An amendment to Article 2 shall only be adopted when it has received at least 4/5 of the votes, provided that all present and represented B-members together do not hold more than 25% of the total number of votes present and represented.

VI. BALANCE SHEET-PROFIT DISTRIBUTION

Article 29. Financial Year

The financial year begins on January first and ends on December thirty-first. The first financial year starts on the founding date of The Mobility Factory and ends on December thirty-first of the following year.

Article 30. Annual Report

At the end of each financial year, the Board of Directors shall prepare, in accordance with the applicable legal provisions, the annual report to be submitted to the General Assembly. This annual report shall be made available to the members fifteen calendar days before the General Assembly at the registered office of the cooperative.

The annual report consists of the following documents:

  • The financial statements comprising the balance sheet, the income statement, and the notes.

  • A report containing information on the number of members who have left The Mobility Factory and the number of shares involved, the remuneration paid, and any other terms, the number of requests for withdrawal rejected and the reasons for such rejections.

  • A list of the number of shares issued and the payments made.

  • Any other reports and information prescribed by the Companies and Associations Code or by the internal regulations.

Fifteen days before the General Assembly, the financial statements comprising the balance sheet, the income statement, and the notes, as well as the reports of the directors and auditors (or members responsible for the audit) shall be made available to the members at the registered office of The Mobility Factory.

Article 31. Refund

If the Board of Directors proposes to distribute a refund, it can only be paid to members in proportion to the transactions they have conducted with The Mobility Factory.

Article 32. Distribution of Results

Upon proposal by the Board of Directors, the General Assembly may decide on the allocation of the balance of the net profit:

1. At least twenty percent shall be deducted for the formation of an available reserve.

2. The remaining balance may be distributed as a dividend on the paid-up amount of the shares. The percentage awarded on the shares cannot exceed that established in the conditions for recognition as a cooperative by the National Council for Cooperation. The payment of dividends shall be made on the date and in the manner determined by the Board of Directors.

Article 33. Balance Sheet and Liquidity Test

Article 33a. Balance Sheet Test

If the net assets of The Mobility Factory are negative or would become negative as a result, no distribution shall be made. If The Mobility Factory has equity that is unavailable pursuant to the law or the articles of association, no distribution shall be made if the net assets have decreased or would decrease due to a distribution below the amount of this unavailable equity.

Net assets are the total amount of assets, reduced by provisions, liabilities, and the amounts not yet depreciated of the start-up and expansion costs and the costs for research and development, and are determined based on the last approved annual accounts or based on a more recent statement of assets and liabilities. When an auditor has been appointed, he assesses this statement, and his assessment report is attached to his annual audit report.

Article 33b. Liquidity Test

The decision of the General Assembly to distribute based on the balance sheet test shall only have effect after the Board of Directors has determined that, according to the reasonably expected developments, The Mobility Factory will remain able to meet its debts as they become due for a period of at least twelve months from the date of the distribution.

The decision of the Board of Directors shall be justified in a report that is not filed. When an auditor has been appointed, he assesses the historical and prospective accounting and financial data of this report. The auditor states in his annual audit report that he has performed this task.

Article 34. Dissolution

The Mobility Factory may be dissolved at any time by a decision of the General Assembly. This decision must be taken according to the rules and conditions set forth for amending the articles of association as stated in Article 27.

The method of liquidation and the appointment of the liquidator shall be determined by the General Assembly.

Article 35. Final Settlement

After payment of the debts and expenses of The Mobility Factory, the balance shall be used, in the first instance, for the payment of the members in accordance with Article 14 of these articles of association. If the assets of The Mobility Factory are insufficient to pay the members, the payment shall be made pro rata.

VIII. VARIOUS PROVISIONS

Article 36. Internal Regulations

All regulations in the interest of The Mobility Factory, which are not or only partially elaborated in the law or in the articles of association, may be elaborated in internal regulations. These internal regulations may contain additional and complementary provisions concerning the rights of the members and the operation of the cooperative, including matters for which the Companies and Associations Code requires a statutory provision, and which affect the rights of the members, the powers of the bodies, or the organization and functioning of the General Assembly.

These internal regulations shall be approved by the General Assembly according to the rules applicable to an amendment of the articles of association, as described in Article 27 of these articles of association.

Article 37. General Provision

The provisions of these articles of association that would contravene a mandatory legal rule shall be considered void without affecting the validity of the other statutory provisions.

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