General Assembly

The General Assembly holds full powers allowing the achievement of the objectives of the Association. Without prejudice to the powers that the General Assembly holds in accordance with other provisions of the statutes, particularly the following are reserved to the General Assembly:

• the modification of the statutes
• the approval of the accounts
• the voluntary winding up of the Association
• the approval of changes in the membership fee
• the approval and dismissal of Management Committee and Board members

Every natural person that is professionally concerned with or interested in research or teaching in the field of accounting is, irrespective of nationality, eligible to become member of the Association.

Extraordinary General Assembly 13 December 2024

Dear EAA colleagues,

In the last 10 months, we have been working with EY Law in Brussels, to undertake a major review of the EAA statutes. There are three main reasons for this review:

1. An increasing number of banks were refusing to deal with EAA bank accounts due to size of our board (around 45 members) and the associated administrative procedures involved with changing account holders’ details every time there is a change in the board.

2. We need to ensure that our statutes are in full compliance with Belgian law.

3. The size and scale of the EAA’s operations and activities should be fully reflected in our statutes, including an alignment of the stated responsibilities of the EAA Board and Management Committee with their actual responsibilities. Under our existing statutes, the Board holds the ultimate responsibility and liability for the EAA’s activities, yet Board members are often not aware of this and are not involved in the day-to-day decision making – that responsibility lies with the Management Committee.

Annalisa Prencipe (Past President), Araceli Mora (President Elect), Baha Diyarov and I have been working with EY Law to draft a new set of statutes that addresses these issues. After preparing the draft, we consulted all members of the EAA Management Committee and Board on the revisions. The new version has therefore received a significant degree of scrutiny by members of both the Board and Management Committee, and we have taken account of the helpful comments we received in this consultation process.

The revised statutes that emerged from this consultation exercise are attached to this email (in English and French, as required by Belgian law). Also attached is a Convening Notice, inviting EAA members to a virtual Extraordinary General Assembly on December 13^th, 2024, at 11.00 AM CET, in which we hope to adopt the new statutes. Please note that although the attachments refer to an ‘amendment of the purpose and object of the Association’, this is a technical point only; the revision makes no material change to the EAA’s purpose and objects.

Our existing statutes state that the General Assembly can only convene for the purpose of modifying our statutes if at least two thirds of the members are present. If this cannot be achieved, a second General Assembly will decide on the proposed changes, in which case no presence quorum shall be required. Because it is so unlikely that a first General Assembly will have two thirds of the membership present, we need to arrange two meetings. The first will take place at 10.00 AM CET on Friday December 13^th, 2024. The second – being the one where the proposal to adopt the new statutes is in fact discussed and decided upon – will take place at 11.00 AM CET, on Friday December 13^th, 2024. Please find attached the two corresponding convening notices. Considering the aforementioned, there is no need for the members to attend the first meeting, because this will only be a formality to be met in order to actually adopt the new statutes at the second meeting before the notary public. We kindly refer to the enclosed one-page Annex 5 for more information on this process.

As you will see, the new version of the statutes is significantly more detailed than our current version (available here). Apart from new provisions that help us deal with unanticipated issues, the main change is that the residual powers of the EAA will shift from the Board to the Management Committee. As noted above, this reflects the de facto way in which the association is managed and avoids the undesirable situation where members of both the Board and Management Committee are held liable for the Association, when only the latter is involved in decision making.

The new statutes will be introduced at the General Assembly by Antoine Druetz (the partner at EY Law who is overseeing this process). Because the new statutes have undergone extensive consultation, and because the General Assembly will have a notary public present to oversee the process, we are hopeful that the new statutes will be adopted at the meeting. However, if you have any questions about the revised statutes, or the process under which we propose to adopt them in the meantime, please email Baha Diyarov.

We encourage all EAA members to attend the meeting. Please ensure you register by Monday November 25^th 2024, at the latest. Because we have to have an accurate register of those attending, you will not be able to attend the meeting if you register after this time.

Thank you in advance for your cooperation with this process.

Mark Clatworthy, EAA President 2023-2025

On behalf of the EAA Management Committee

EAA AISBL – Convening notice – FIRST EGA – EY Law[10]

EAA AISBL – Convening notice – SECOND EGA – Virtual – EY Law[46]

Annex 1 – Current EAA Statutes – English

Annex 2 – EAA Statutes – French

Annex 3 – New Statutes – English

Annex 4 – New Statutes – French

Annex 5 – Process for the amendment of the Statutes