The association carries the name: International Virtual Aviation Organisation, abbreviated as: IVAO.
IVAO is a Belgian VzW located at Werfstraat 89, 1570 Galmaarden, Belgium and comes under the judicial district of Halle Vilvoorde, Brussels. It can be moved only by the General Assembly, subject to observing the rules as required for a modification of the Statutes. The latest approved version of the Bylaws are deposited at the seat of the NPO and are to be considered as an integral part of the Statutes.
The association aims at bringing people together who are interested in aviation and air traffic control in general and the simulation of these in particular. This is achieved by means of personal computers, local area networks and the internet. Additionally, information, educational material and software will be made available. Activities will be organised locally as well as through means of the internet. It can also undertake all activities which can promote this purpose including, though only in an incidental manner, do trade actions, only as far as the turnover of these actions is spent on the purpose for which it was founded. The association pursues a disinterested goal and returns, on pain of nullity, directly or indirectly any financial advantage to the founders, members, directors or any other person, except in the latter case, for the disinterested purpose specified in the articles of association.
The association is founded for an indefinite duration of time, however, can be dissolved at any time.
a. effective members
b. adjoined members
c. honorary members
2. Full membership, including voting rights at the General Assembly, exclusively belongs to the effective members. Effective members are those who signed the statutes at foundation and those whose name is mentioned in the member register which is maintained at the seat of the association.
3. Adjoined members only enjoy the activities of the VZW. They have no voting right at the General Assembly.
4. Honorary members are exempt from the obligation to pay membership fees. They have the right to vote in the General Assembly. They are elected by the General Assembly with a simple majority on the proposal of the Board or a member.
a. leaves the association (resignation)
b. is terminated from the association, further regulated in Article 8 of the Statutes
d. ceases to have legal capacity for legal entities
e. non-payment of membership contributions, further regulated in Article 3 of the By-laws
2. Each member can at any time leave the association. A member who voluntarily resigns must announce this in writing to the Officer Board.
3. Resigning or expelled members and their legal successors have no share in the property of the association, and therefore can never claim a refund or compensation for paid contributions or deposits. Objects belonging to the association are to be returned to the association or paid for according to value.
4. The minimum number of effective members must be no less than two.
a. has their membership terminated by a two thirds majority of the members present.
b. is inactive by: not being present in ‘person’ or via proxy for three consecutive General Assembly meetings or having an inactive account on the network.
c. decides to join VATSIM's, POSCON's, Pilot Edges' or Rotate's staff or has an influence on their management.
2. The General Assembly shall decide on the termination by way of a motion, except for Article 8(1)(b) and Article 8(1)(c), whereby if the threshold is met termination is immediate upon notification to the member concerned.
3. Every effective member is entitled to submit a motion. The motion for termination must be forwarded to the concerned member together with the reasons for the termination. The member concerned is requested to respond to the motion within two weeks.
4. To vote on the motion to terminate a member, two thirds of all effective members must be present or represented. The General Assembly then decides with a two thirds majority of the present and represented effective members.
5. The termination becomes effective upon notification to the member concerned.
6. The decision is to be communicated to the member in writing by digital message.
Organs of the association are:
The members of these organs work voluntarily.
a. Appointing and the expulsion of the Board of Governors
b. Appointment and the expulsion of the commissioners and stipulating their remuneration, in the case a remuneration is granted
c. The discharge to the governors and the commissioners - the approval of the budget and of the accounts
d. The conversion of the non-profit association into a cooperative company recognised as a social enterprise or in a recognised social cooperative society company
e. Discharge of the Board of Governors
f. Amendment of the Statutes
g. Acceptance of the annual report of the Officer Board
h. Acceptance of the budget planning by the Board of Governors
i. Initiating the association’s claim against the Executive Council and Board of Governors.
j. Ensuring that the organisation remains free from bribery.
k. The exclusion of an effective member.
l. Dissolution of the association
m. All other cases as required by law or these Statutes.
b. Vice President
d. Assistant Secretary, as required
f. Assistant Treasurer, as required
g. Information Technology Officer
h. Assistant Information Technology Officer, as required
i. Data Protection Officer
j. Assistant Data Protection Officer, as required
k. Public Relations Officer
l. Assistant Public Relations Officer, as required
a. General authority
i. Execution of the business of the association
ii. Representation of the association in all judicial and extrajudicial actions
b. Particular authority
i. Calling of the General Assembly Meeting, if one fifth of the effective members make a corresponding request
ii. Inclusion and amendment of the agenda, if signed by one-twentieth of the effective members
3. The Board of Governors, by a simple majority, appoints and dismisses the Officer positions.
4. The Officer Board is responsible for the direction and management of the association. Furthermore, the Board of Governors is responsible for all tasks that are not assigned to another organ of the association by the Statutes, By-laws or Rules and Regulations.
5. The Officer Board can form committees.
6. A personal relationship between the individual Officers of the Officer Board is not permitted.
7. In addition to all rights reserved for the Officer Board, the Officer Board has the same rights within the operational part of the network as those of the Executive Council. The Officer Board does not perform these delegated duties, but they can stop the mandate of an Executive Council member at any time, if they believe necessary, with a simple majority.
8. The tasks of the individual Officers under Article 12(1) are regulated in Article 2 of the By-laws.
a. Governors are elected by a simple majority at a General Assembly Meeting. This follows an application procedure whereby the General Assembly is given at least 15 days to question candidates before a simple majority is taken. Co-optation by the Board of Governors is not allowed.
b. Governor positions are elected based on a rotational system, to allow an overlap of two mandates. A governor’s term of office is a maximum of two years and re-election is possible (those elected to a governor position mid-term will serve the remainder of that position’s mandate, which will be less than two years) and always ends on the 30th of November.
c. The number of governors must always be less than the number of effective members, but no less than 3, or at least 2 if the association has only 4 effective members.
d. A governor may not hold any DIR/ADIR (HQ or Divisional), EXA or EXEC position on the network.
e. Governors are not required to be an effective member of the association.
a. The Board of Governors is responsible for the strategic direction of IVAO and is thus entrusted, among other things, with determining the number and activities of the HQ departments.
b. Motions voted on by the Board of Governors can only be overturned by another motion taken by the Board of Governors.
c. The tasks of the Board of Governors are in particular:
i. The preparation of the draft budget and possible supplements.
ii. The presentation of annual reports for the General Assembly.
iii. Appoints and dismisses Governors to Officer positions, by a simple majority.
iv. Decisions on contributions, admission fees and fees for special events.
v. Election of members to the Executive Council, by a simple majority.
vi. Creation, modification and removal of By-laws.
3. End of term
a. The mandate for a governor position is two years (governors elected mid-term will serve less).
b. In case of a voluntary resignation the term of office ends immediately. A resignation must be submitted via electronic message to email@example.com which should be addressed to the President and the Secretary.
c. In the case of deselection by the General Assembly, the term of office ends with the announcement of the result.
d. In all cases, including after the end of term, the governor remains in office until a new governor is elected, only if this will take the Board of Governors below the minimum number required.
The Board Advisory Council is a body of people that have been chosen by the Board of Governors to advise them, mainly but not exclusively, on legal issues, financial issues and procedural issues. The Board Advisory Council has no legal function, and its advice does not have to be followed by the Board of Governors, as they retain overall legal responsibility. The Board Advisory Council is regulated in Article 10 of the By-laws.
The financial year of the association runs from January 1st up to December 31st. The Board of Governors concludes the accounts over the past financial year and prepares the budget of the coming financial year. Both are presented for approval to the General Assembly which is held within six months after the end of the financial year.
Amending the Statutes is only possible if that modification has been mentioned in full details on the agenda and if two thirds of the effective members are represented at the meeting and that four fifths agree with the changes. If this number is not reached then a second meeting can be convened, where this meeting can take a valid decision, irrespective of the number of people present. This second meeting cannot be held within fifteen calendar days following the first meeting. For each modification of the Statutes, a majority of two thirds of the represented votes are required. Amending the purpose of the association is possible only with a majority of four fifths of the represented votes.
Except for cases of judicial dissolution and dissolution by law, only the General Assembly can decide for dissolution if 2/3 of the members are present or represented at the General Assembly and moreover a 4/5 majority agrees to dissolve the association voluntarily. The proposal to voluntarily dissolve the association must be mentioned explicitly on the agenda of the General Assembly. If 2/3 of the members are not present or represented at this General Assembly, then a second General Assembly must be convened which confers validly irrespective of the number of members present or represented but subject to finding a 4/5 majority agreement to dissolve the association voluntarily. In case of voluntary dissolution, the General Assembly appoints, or failing that, the court, one or more liquidators. It also stipulates their competence as well as the settlement conditions. The assets, after auditing of the liabilities, will be transferred to an association with a non-profit aim. For the dissolution decision, the appointment and the resignation of the liquidators are laid down on the graft of the court of commerce. Within 30 days after the deposition of this dissolution decision, the appointment and the resignation of the liquidators must be announced in the appendices at the Belgian Bulletin of Acts, Orders and Decrees (“Belgisch Staatsblad”).
Anything not provided for or not regulated in these Statutes, the law of 23rd March 2019 on the company code and associations remains applicable.
This document is a translation of the Dutch Statutes of the IVAO VZW. Although utmost care has been taken, due to the nature of translation, this version may contain errors and is not legally binding.