SPX International Governance

IN THE YEAR TWO THOUSAND TWENTY-SIX 

On $ 

In Ixelles, at the office, boulevard de la Plaine, 11. 

Before us, Maître Olivier BROUWERS, Notary in Ixelles. 

THERE WAS HELD 

The extraordinary general meeting of the members of the non-profit association “SHARED PATIENT EXPERIENCE”, having its registered office at 4180 Hamoir, rue de la Tour, 13, registered with the Register of Legal Entities of Liège, Huy division, under enterprise number 0728.543.244. 

The association was incorporated by private deed dated June 5, 2019, published in the Annexes to the Belgian Official Gazette on June 19 thereafter under number 19321824, and whose articles of association were amended by minutes of a general meeting under private deed dated June 23, 2022, published in the Annexes to the Belgian Official Gazette on June 27, 2023 under number 23082979. 

BOARD 

The meeting is opened at $ under the chairmanship of $, hereinafter more fully identified. 

He appoints as secretary: $ 

They will both act as scrutineers. 

COMPOSITION OF THE MEETING 

The following members are present or represented, whose names, first names and addresses are listed $ hereinafter $ in the attendance list, which shall remain annexed: 

1. $  

1. $  

Also present or represented are the directors of the association, namely: $, appointed to this function by virtue of $ 

Consequently, the appearance before us, Notary, is recorded as in the aforementioned attendance list, to which the parties declare to refer; this attendance list, signed by the Chairman and the Secretary, who acknowledged it to be accurate, has been marked as an annex signed by us, Notary. 

The powers of attorney mentioned in said attendance list shall remain annexed thereto. 

PROXY(IES) 

$ 

CHAIRMAN’S STATEMENT 

The Chairman states and requests the undersigned Notary to record that: 

1. Agenda:

1° Preliminary reports relating to the transformation of the association into an international non-profit association. 

2026. a) In accordance with Article 14:47 of the Code of Companies and Associations, report of the administrative body justifying the proposed transformation, to which is attached a statement summarizing the assets and liabilities as of March 31, 2026.
2027. b) In accordance with Article 14:47, report of $, statutory auditor/external accountant on the said statement.

2° Transformation into an international non-profit association. 

3° Adoption of an abbreviated name. 

4° Amendment of the purpose and activities. 

5° Adoption of new articles of association compliant with the Code of Companies and Associations. 

6° Registered office address. 

7° [EITHER] Maintenance of directors’ mandates 

[OR] Resignations and appointments. 

8° Powers for implementation of resolutions. 

1. The association currently has $ members.

All members are present or represented. The director is present or represented and/or has waived convening formalities. 

The meeting is therefore validly constituted and may deliberate on all agenda items without proof of formalities. 

1. Proposalsrequire the legal/statutory voting thresholds. 
2. Each member has one vote.

VALIDITY OF THE MEETING 

The Chairman’s statement is acknowledged as accurate; the meeting is validly constituted. 

DELIBERATIONS 

The meeting unanimously adopts the following resolutions: 

First Resolution: Reports prior to the transformation of the association into an international non-profit association 

By unanimous decision, the meeting waives the requirement for the president to read the report of the administrative body referred to in Article 14:47 of the Code of Companies and Associations, justifying the proposed transformation of the association, the statement attached thereto, as well as the report of $, statutory auditor/external chartered accountant, on the statement attached to the report of the administrative body, as referred to in Article 14:47 of the Code of Companies and Associations. 

Each member further acknowledges having received a copy of these documents and having reviewed them. 

The report of $, statutory auditor/external chartered accountant, concludes as follows: 

« $ » 

A copy of these reports and the statement remains attached hereto. 

Vote: this resolution is adopted unanimously. 

Second Resolution: Transformation of the association into an international non-profit association 

Pursuant to Article 14:46 of the Code of Companies and Associations, the general meeting resolves to change the legal form of the association without altering its legal personality and to adopt the form of an international non-profit association. 

The reserves remain intact, as do all assets and liabilities, depreciation, losses, and gains, and the international non-profit association shall continue the accounting records and bookkeeping maintained by the non-profit association. 

The international non-profit association retains the enterprise number of the non-profit association, namely number 0728.543.244. 

The transformation is carried out on the basis of the statement of assets and liabilities of the company, drawn up as of $ 2026, a copy of which is included in the report of $, statutory auditor/external chartered accountant. 

All operations carried out since that date by the non-profit association shall be deemed to have been carried out on behalf of the international non-profit association. 

Vote: this resolution is adopted unanimously. 

Third Resolution: Adoption of an abbreviated name 

The general meeting resolves to adopt, in addition to its full name, an abbreviated name for the association, namely “SPX”. 

Vote: this resolution is adopted unanimously. 

Fourth Resolution: Amendment of the purpose and activities of the association 

In order to bring its wording into compliance with the Code of Companies and Associations and to enable it to carry out, on an ancillary basis, commercial, industrial or financial activities, whether movable or immovable, the General Meeting resolves to amend the article of the articles of association relating to the purpose and activities of the association as follows: 

“The association pursues a disinterested purpose of international public benefit: to develop, promote, disseminate and support any initiative aimed at improving and enhancing the patient experience (in the broad sense of the term) within healthcare services and the medico-social sectors, regardless of the context of care and in all national and cultural settings. 

Within the framework of this purpose, the Association acts in a spirit of sharing and according to a pragmatic approach. 

In order to achieve this disinterested purpose, the association shall carry out the following activities, both in Belgium and abroad, on its own behalf or on behalf of its members: 

Promotion and Development 

• Promote any initiative aimed at optimizing and/or improving the patient experience, in both the public and private sectors, regardless of the country concerned. 

• Contribute to the design, analysis, development and evaluation of any model of patient care, by fostering intercultural and interdisciplinary exchanges. 

Listening to and Inclusion of the Patient Voice 

• Collect all forms of feedback from patients, their relatives, caregivers, etc. 

• Promote and encourage the use of data collection tools such as PREMs, PROMs, etc. 

Knowledge Consolidation and Dissemination 

• Collect, produce and widely disseminate resources and knowledge (documents, initiatives, programs, tools, practical experiences, training, etc.) relating to the patient experience. 

• Establish and facilitate thematic working groups (reflection, training design, institutional support, etc.), and organize knowledge-sharing events (congresses, conferences, webinars, workshops, institutional visits, etc.) in order to disseminate best practices and foster innovation in patient experience. 

Research and Expertise 

• Support, encourage and carry out any research project (whether academic, clinical or organizational) relating to the patient experience, whether funded or not. 

• Establish thematic working groups composed of members of the Association to conduct reflections, field studies and evaluations. 

Training and Capacity Building 

• Develop and deliver training, mentoring and coaching programs for healthcare professionals, facility managers and representatives of international institutions. 

• Support organizations, healthcare institutions and partner structures in the implementation and monitoring of policies or projects aimed at improving the patient experience. 

Partnerships and Collaborations 

• Support and collaborate with other similar international associations, intergovernmental organizations, NGOs, universities, think tanks, public or private institutions and international networks active in similar or complementary fields, with a view to improving and disseminating the patient experience. 

• Enter into any agreements, contracts, tenders and partnerships, whether remunerated or not, with any natural or legal person, as well as with any public or private body, national or international, for the implementation of its activities and projects. 

• Respond to calls for proposals issued by the Directorate-General for Health of the European Commission. 

• Participate in all initiatives and actions of the World Health Organization relating to the patient experience. 

Resources and Asset Management 

• Acquire and own, either in full ownership or in usufruct, any movable or immovable property necessary or useful for the achievement of its objectives, and manage such assets independently, including disposing of them or granting rights of use. 

• Obtain and manage all forms of funding (membership fees, subsidies, donations, sponsorship, income from training and events) and, where applicable, carry out ancillary profit-making activities strictly related to its statutory purpose. 

In general, it has full legal capacity to perform all acts and operations directly or indirectly related to its purpose or likely to facilitate, directly or indirectly, wholly or in part, the achievement of that purpose; it may also carry out all economic, movable or immovable transactions, in compliance with the conditions and/or limits set out in Articles 181 and 182 of the Income Tax Code. 

However, it may not distribute or grant, directly or indirectly, any pecuniary benefit to its founders, members, directors or any other person, except in furtherance of the disinterested purpose defined in the articles of association. 

It may take an interest, by way of association, contribution, merger, financial participation or otherwise, in any companies, associations or enterprises whose purpose is identical, similar or related to its own or likely to promote the purposes and activities described above. 

It may act as director or liquidator in other associations. 

It may act as guarantor or provide security interests for legal entities whose purpose is identical, similar or related to its own or likely to promote the activities and purposes described above, in the broadest sense.” 

Vote: this resolution is adopted unanimously. 

Fifth Resolution: Adoption of the articles of association of an international non-profit association in compliance with the Code of Companies and Associations 

As a consequence of the preceding resolutions, the General Meeting resolves to adopt entirely new articles of association, which are in compliance with the Code of Companies and Associations. 

The General Meeting declares and resolves that the text of the new articles of association is drafted as follows: 

Comme conséquence des résolutions précédentes, l’assemblée générale décide d’adopter des statuts complètement nouveaux, qui sont en concordance avec le Code des sociétés et des associations. 

L’assemblée générale déclare et décide que le texte des nouveaux statuts est rédigé comme suit : 

PREAMBLE 

The Association aims to promote, from an international perspective and across all areas concerning patients, the effective consideration of the voice, needs, expectations and lived experience of patients, including where patients are not in a position to express them directly. 

In this context, the Association pursues an objective of general interest aimed at improving the organization, quality and efficiency of healthcare systems and care pathways, by fostering better integration of the patient experience into the practices of healthcare professionals, healthcare institutions, public authorities and all relevant stakeholders. 

The Association acts in the collective interest of its members and intends to contribute to reflection, development and dissemination of best practices relating to the patient experience. It promotes exchanges, cooperation and knowledge-sharing among professionals, institutions and organizations involved in patient care, as well as among the various disciplines and sectors involved in care pathways. 

To this end, the Association may, in particular, encourage research, analysis and dissemination of knowledge, support the development of studies and recommendations, organize or promote conferences, symposia, workshops, publications or other scientific or professional initiatives, and contribute to public and institutional debates concerning the evolution of healthcare systems and the improvement of the patient experience. 

The Association may also represent the collective interests of its members before national and international organizations, public authorities, European or international institutions, as well as any body or authority involved in health policy, healthcare practices and the organization of healthcare systems. 

In all its activities, the Association operates on a non-profit basis and pursues exclusively objectives of collective interest. Any surplus generated in the course of its activities shall be entirely allocated to the achievement of its corporate purpose and may under no circumstances be distributed to its members. 

TITLE I: LEGAL FORM – NAME – REGISTERED OFFICE – PURPOSE – DURATION 

• Article 1. Name and legal form 

The association takes the form of an international non-profit association. 

Its name is “SHARED PATIENT EXPERIENCE”, abbreviated as “SPX”. 

Both the full name and the abbreviated name may be used jointly or separately. 

• Article 2. Registered office 

The registered office is established in the Brussels-Capital Region. 

It may be transferred to any location within the Brussels-Capital Region or the French-speaking region of Belgium, by simple decision of the administrative body, which shall have full powers to formally record any resulting amendment to the articles of association, provided that such transfer does not entail a change in the language of the articles of association. 

• Article 3. Disinterested purpose and object 

The association pursues a disinterested purpose of international public benefit: to develop, promote, disseminate and support any initiative aimed at improving and enhancing the patient experience (in the broad sense of the term) within healthcare services and the medico-social sectors, regardless of the context of care and in all national and cultural settings. 

Within the framework of this purpose, the Association acts in a spirit of sharing and according to a pragmatic approach. 

In order to achieve this disinterested purpose, the association shall carry out the following activities, both in Belgium and abroad, on its own behalf or on behalf of its members: 

Promotion and Development 

• Promote any initiative aimed at optimizing and/or improving the patient experience, in both the public and private sectors, regardless of the country concerned. 

• Contribute to the design, analysis, development and evaluation of any model of patient care, by fostering intercultural and interdisciplinary exchanges. 

Listening to and Inclusion of the Patient Voice 

• Collect all forms of feedback from patients, their relatives, caregivers, etc 

• Promote and encourage the use of data collection tools such as PREMs, PROMs, etc. 

Knowledge Consolidation and Dissemination 

• Collect, produce and widely disseminate resources and knowledge (documents, initiatives, programs, tools, practical experiences, training, etc.) relating to the patient experience. 

• Establish and facilitate thematic working groups (reflection, training design, institutional support, etc.), and organize knowledge-sharing events (congresses, conferences, webinars, workshops, institutional visits, etc.) in order to disseminate best practices and foster innovation in patient experience. 

Research and Expertise 

• Support, encourage and carry out any research project (whether academic, clinical or organizational) relating to the patient experience, whether funded or not. 

• Establish thematic working groups composed of members of the Association to conduct reflections, field studies and evaluations. 

Training and Capacity Building 

• Develop and deliver training, mentoring and coaching programs for healthcare professionals, facility managers and representatives of international institutions. 

• Support organizations, healthcare institutions and partner structures in the implementation and monitoring of policies or projects aimed at improving the patient experience. 

Partnerships and Collaborations 

• Support and collaborate with other similar international associations, intergovernmental organizations, NGOs, universities, think tanks, public or private institutions and international networks active in similar or complementary fields, with a view to improving and disseminating the patient experience. 

• Enter into any agreements, contracts, tenders and partnerships, whether remunerated or not, with any natural or legal person, as well as with any public or private body, national or international, for the implementation of its activities and projects. 

• Respond to calls for proposals issued by the Directorate-General for Health of the European Commission. 

• Participate in all initiatives and actions of the World Health Organization relating to the patient experience. 

Resources and Asset Management 

• Acquire and own, whether in full ownership or in usufruct, any movable or immovable property necessary or useful for achieving its objectives, and manage such assets independently, including disposing of them or granting rights of use. 

• Obtain and manage all forms of funding (membership fees, grants, donations, sponsorship, income from training and events) and, where appropriate, carry out ancillary profit-making activities strictly related to its statutory purpose. 

In general, it has full legal capacity to perform all acts and operations directly or indirectly related to its purpose or likely to facilitate, directly or indirectly, wholly or in part, the achievement of that purpose; it may also carry out all economic, movable or immovable transactions, in compliance with the conditions and/or limits set out in Articles 181 and 182 of the Income Tax Code. 

However, it may not distribute or grant, directly or indirectly, any pecuniary benefit to its founders, members, directors or any other person, except in furtherance of the disinterested purpose defined in the articles of association. 

It may take an interest, by way of association, contribution, merger, financial participation or otherwise, in any companies, associations or enterprises whose purpose is identical, similar or related to its own or likely to promote the purposes and activities described above. 

It may act as director or liquidator in other associations. 

It may act as guarantor or provide security interests for legal entities whose purpose is identical, similar or related to its own or likely to promote the activities and purposes described above, in the broadest sense. 

• Article 4. Duration 

The association is established for an indefinite period. 

TITLE II: MEMBERS 

• Article 5. Categories of members 
  

1.The association is composed ofmembers assimilated to founding members and full members. 

The number of members may not be fewer than ten (10). 

Natural persons or legal entities willing to recognize, promote and support the purpose of the Association are eligible to become members of the Association. 

2. Founding-equivalent members

The following shall be considered members assimilated to founding members: 

– those who took the initiative to create the association and drafted these articles of association.  

Members assimilated to founding members shall ensure consistency between the implementation of the strategy and the mission and values defined for the Association. They are entitled to retain this title for as long as the association continues its activities in compliance with its original purpose. 

Members assimilated to founding members are full members. They shall automatically become directors, unless they expressly state otherwise. 

3. Full members
The following shall be full members:

– members assimilated to founding members, as stated above;  

– natural persons and legal entities (including patients and patient associations) meeting the following criteria: 

• not being in disagreement with the purpose, mission and values of the Association; 

• willingness to contribute to the objectives of the Association; 

• acceptance to share practices and knowledge. 

4. Rights and obligations of full members

Full members shall enjoy all rights granted to members under the Code of Companies and Associations or under these articles of association. 

They have the right to attend and vote at meetings of the General Meeting, either in person or through their designated representative in accordance with these articles of association. 

Full members have the right to apply for a position as director if a seat becomes vacant. 

Membership as a full member includes, inter alia, entitlement to discounts on paid activities of the association. 

Full members have the following obligations: 

• to contribute, according to their means, to the achievement of the association’s purpose and activities, and toparticipatein its life; 
• to refrain from any action likely to harm its purpose or activities, or the independence or reputation of the association.

5. Liability

Full members shall incur no personal liability for the debts or any other commitments of the Association, nor for any other liability of whatever nature. 

• Article 6. Admission of members 

1.Applications for admission as a full member shall besubmitted via the online membership form or by email to the secretariat, for review by the Executive Board. 

2.The application shall include the contact details of the natural or legal person and acceptance of these articles of association.

3.The Executive Board has full and discretionary authority to decide whether full membership status shall be granted. The Executive Boardis not required to justify its decision (no appeal may be brought against a decision of the Executive Board). 

• Article 7. Membership fees 

1.Members shall pay an annual membership fee, the amount of which and, where applicable, the fee brackets, shall bedetermined each year by the General Meeting, upon proposal of the Executive Board, during the meeting approving the annual budget. 

2.Membership fees shall be payable no later than one month after the anniversary of the member’s admission to the association.

3.Upon proposal of the Executive Board, the General Meeting may grant full or partial exemptions from membership fees for any category, as well asdetermine payment modalities (instalments, single payment, etc.). The General Meeting may establish as many fee categories as necessary. 

4.Amounts collected as membership feesconstitute the association’s own resources and are allocated to it. 

• Article 8. Termination of membership 

1.Full membership shallterminate in accordance with these articles of association or upon dissolution of the association. 

2.Any full member has the right to resign at any time by sending an email to the association’s secretariat.

3.A full member whofails to pay the membership fee within the prescribed period shall be deemed to have resigned. 

4.Full membership shall automaticallyterminate upon death or loss of legal capacity if the member is a natural person. 
Full membership shall automatically terminate upon dissolution, bankruptcy or judicial reorganisation if the member is a legal entity. 

5.The Executive Boardis authorized to exclude a full member upon request of at least three full members or in the following cases: 

in the event of a serious breach by the full member of the provisions of these articles of association or any other regulations of the association; 

if the conduct of the full member is dishonourable or contrary to the purpose of the association. 

6.Exclusion of a full member shall be decided by the Executive Board by a majority of votes of the full members present or represented at the meeting. The decision takes effect on the date it is made. The excluded full member shall beimmediately informed by email. 

7.A resigning or excluded full member shall not be entitled to any assets of the association and may not claim reimbursement of any membership fees paid.

8.A resigning or excluded full member may not request or require any discharge, accounting, sealing, or inventory.

TITLE III: ADMINISTRATION – SUPERVISION 

• Article 9. Composition of the Board of Directors 

1.The association shall be managed by a Board composed of at least ten (10) full members and at most thirty (30) full members.

The composition of the Board of Directors shall be as follows: 

Eleven (11) founding-equivalent full members, ex officio directors; 

The other directors (19) elected by the General Meeting, within the limit of thirty (30) in total. 

2.Directors shall be appointed by the General Meeting for a term of office of up to four (4) years.

However, by way of derogation from the above, the duration of the first mandate (running from the incorporation of the association) of members assimilated to founding members shall be six (6) years. 

3.Members working as professionals within a healthcare institution shall be given priority over others,in order to maintain, as far as possible, a majority of active field practitioners. 

4.Outgoing directors are eligible for re-election without limitation on the number of renewals.

The mandate of outgoing directors who are not re-elected shall terminate immediately after the General Meeting that proceeded with the re-election. 

5.The mandate of a director may be suspended if theyfail to respond to a request from the Board of Directors or from a person delegated by it to provide information or documents concerning them in the context of publications in the Belgian Official Gazette (Moniteur belge) or the UBO register. 

6.The mandate of a director shall end upon death or loss of legal capacity if the director is a natural person; upon dissolution, bankruptcy or judicial reorganisation if the director is a legal entity; or by resignation, removal by the General Meeting, or expiry of the term of office.

7.Each director is free to resign at any time by sending a formal notice by email to the President of the association.

(Optionally add: The director may take all necessary steps themselves to ensure that the termination of their mandate is enforceable against third parties. 
Any director is required to continue performing their duties after resignation until a replacement has been appointed within a reasonable period.) 

8.Where a legal entity holds a mandate as a member of the Board of Directors, it shall appoint a permanent natural person to act as its representative, responsible for performing that mandate in the name and on behalf of the legal entity.

• Article 10. Chairmanship of the Board of Directors 

The Board of Directors shall elect a Chairperson from among its members. 

The Board may also appoint a Vice-Chairperson, a Treasurer and/or a Secretary. It may also create new positions if necessary. 

• Article 11. Convening of the Board of Directors 

1.The Board of Directors shall meet at least four (4) times per year and as often asdeemed necessary at the request of the Chairperson or of two (2) directors, either in person or by video conference. 

2.The notice of meeting shall be sent by email by the Secretary on behalf of the Chairperson. The notice shallindicate the agenda, date, time, place and format of the meeting; it shall be sent at least fifteen (15) days in advance. Supporting documents shall be sent to all directors at least five (5) calendar days before the meeting. 

3.Directors have the right to propose items for inclusion on the agenda up to seven (7) calendar days before the meeting.

4.The Board of Directors shall be chaired by the Chairperson or, in their absence, by the Vice-Chairperson.

5.Experts or guests may be invited by the Chairperson or by the directors to attend the meeting.

• Article 12. Deliberations of the Board of Directors 

1.Each director shall have one vote. Each director may be represented at the meeting by another director by written proxysubmitted to the secretariat prior to the meeting. Each director may hold only one proxy. 

2.Guests and experts attending the meeting shall have no voting rights.

3.The Board of Directors shall bedeemed validly constituted and shall have the required quorum when at least half of the directors are present, virtually present, or represented at the meeting. 

4.The Board of Directors may only deliberate and validly decide on matters not included in the agenda if all its members are present at the meeting and give their consent.

5.Decisions shall be taken by simple majority of the votes of the directors present.In the event of a tie, the Chairperson’s vote (or that of the Vice-Chairperson in the absence of the Chairperson) shall be decisive. Deliberations shall be recorded in a digital minutes register (secure cloud storage, electronic signature, time-stamped PDF), signed by the Chairperson and the Secretary. 

6.In urgent matters, a written decision-making procedure via email may beinitiated by the Chairperson. Decisions of the Board of Directors shall then be taken by unanimous written consent of all directors. 

• Article 13. Conflict of interest 

If a director has a direct or indirect personal interest in a decision or transaction of the Board of Directors, that director must inform the Board prior to any decision being taken, leave the meeting, and abstain from voting on that decision. 

• Article 14. Minutes of the Board of Directors 

1. The decisions of the General Meeting shall be drafted in minutes and recorded in a digitalminutesregister (secure cloud storage, electronic signature, time-stamped PDF), signed by the President of the association. 

2. A copy of the minutes shall be sent to each director by email.

Article 15. Powers of the governing body 

1. The Board of Directors shall have the power to perform all acts of management,administrationand representation necessary or useful for the achievement of the object and purpose of the association, except for those reserved by law or by these articles of association to the General Meeting. 

2. The Board of Directors shall take decisions independently within the scope of its powers, which include, without limitation:

• the preparation of General Meeting meetings and the implementation of its decisions; 

• the organisation and supervision of accounting in accordance with Belgian law; 

• the preparation of annual accounts and all management reports for approval by the General Meeting; 

• the preparation of the budget for approval by the General Meeting; 

• the signing of all deeds and contracts; the power to settle, acquire, exchange, dispose of or mortgage movable or immovable property, borrow funds, enter into leases, accept bequests, subsidies, donations and transfers, open and operate any bank account, etc.; 

• representing and binding the Association in all judicial and extrajudicial acts; 

• the amendment of the articles of association. 

Only amendments to the articles of association concerning the following matters must be executed by authentic deed: 

– the powers, methods of convening and decision-making of the General Meeting, as well as the conditions under which its resolutions are communicated to its members;  

– the conditions for amending the articles of association;  

– the conditions for the dissolution and liquidation of the association and the disinterested purpose to which the association must allocate its assets in case of dissolution. 

Furthermore, any amendment to the articles of association relating to the precise description of the disinterested purpose pursued by the association and of the activities constituting its object must be approved by Royal Decree. 

3.Without prejudice to the general representative power of the Board of Directors acting as a collegial body, the association is validly bound, in and out of court, by all acts signed jointly by two directors acting together. Theyare not required to provide proof of their authority to third parties. 

• Article 16. Remuneration of directors 

1.All mandates within the Board of Directors are exercised on a voluntary basis. Unless otherwise decided by the General Meeting or provided for in these articles of association, directors are not entitled to anyremuneration in consideration of their duties. 

2.Operating expenses (travel, accommodation, meals, etc.) shall be covered by the Association to the extentreasonably possible and on the basis of prior approval by the Executive Board. 

• Article 17. Day-to-day management – Executive Board 

1.The Board of Directors may delegate the day-to-day management of the association, for an indefinite period, to several natural persons who are directors and who may act jointly or separately.

2.The Executive Board shall consist, at a minimum, of the President, the Vice-President, and the Secretary.

3.Together, they form the Executive Board, whose day-to-day management includes acts and decisions relating to the activities of the Association that do not require the intervention of the Board of Directors.

Day-to-day management includes both acts and decisions that do not exceed the needs of the daily life of the association and acts and decisions which, either due to their minor importance or their urgent nature, do not justify the intervention of the Board of Directors. 

4.The persons delegated to day-to-day management may, with respect to such management, grant special mandates to any agent.

5.The Board of Directors shalldetermine the powers and any remuneration of the persons delegated to day-to-day management. It may revoke their mandates at any time. 

• Article 18. Supervision of the Association 

1.The Association may entrust the audit of its annual accounts to a statutory auditor chosen from among the members of the Belgian Institute of Registered Auditors.

2.Where required by law and within the limits it provides, the supervision of the association shall be carried out by one or more statutory auditors, appointed for a term of three years and eligible for re-election.

3.The General Meeting shalldetermine, where applicable, the remuneration of the statutory auditor. 

TITLE IV: GENERAL MEETING 

• Article 19. Composition 

1.The General Meeting is composed of all full members in good standing with their membership fees.

2.Each full member that is not a natural person mustdesignate a natural person to act as its representative. The full member may change its representative by sending notice by email to the secretariat of the Association. 

3.Subject to approval by the Board of Directors, observers may attend and are entitled to speak at the General Meeting.

• Article 20. Powers 

The General Meeting shall exercise the powers conferred upon it by law and by these articles of association. 

This includes in particular the following competences, which shall be exercised by the General Meeting: 

1° the appointment and removal of directors and the determination of their powers and remuneration where remuneration is granted; 

2° the appointment and removal of the statutory auditor and the determination of its remuneration; 

3° the granting of discharge to the directors and the statutory auditor, as well as, where applicable, the initiation of legal proceedings by the association against the directors and auditors; 

4° the approval of the annual accounts, including the balance sheet and profit and loss account for the preceding financial year; 

5° the approval of the annual budget, including any amendments thereto; 

6° the dissolution of the association; 

7° all other cases where required by law or by these articles of association. 

• Article 21. Meetings and convening 

1.An ordinary General Meeting shall be held every year at the registered office or any other place mentioned in the notice of meeting, duringthe month of May. 

A second General Meeting shall also be held each year during the month of November for the approval of the annual budget. 

2.In addition, the Board of Directors and, where applicable, the statutory auditor, must convene the General Meeting in the cases provided for by law or by these articles of association, as well as whenever the interests of the association so require or when at least one fifth of the full members so request.

3.The Board of Directors shall set the date and the agenda. The President shall send the notice of meeting by electronic means, on behalf of the Board of Directors, to all full members, directors, and the auditor or statutory auditor, at least fifteen (15) calendar days before the meeting. The notice shallindicate the agenda, date, time, place and format of the General Meeting. Supporting documents shall be sent to full members at least five (5) calendar days before the meeting. 

4.The General Meeting may only deliberate on items included in the agenda unless all persons required to beconvened are present or represented, and in the latter case, provided that the proxies expressly mention this. 

5.The General Meeting shall be chaired by the President or, in their absence, by the Vice-President or another full memberdesignated by the General Meeting as chair of the meeting. 

• Article 22. Deliberations 

1. Each full member in good standing with their membership fees shall have one equal vote at the General Meeting.

2.Observers shall have no voting rights.

3.Any full member may be represented by another full member by proxy.

4.Each full member may hold an unlimited number of proxies.

5.Voting shall take place electronically in real time.

6.The General Meeting shall bedeemed validly constituted and shall have the required quorum when at least one fifth (1/5) of the full members are present or represented at the meeting. 

7.The governing body may provide the possibility for members toparticipate remotely in the General Meeting by means of an electronic communication tool made available by the association, in accordance with Article 10:7/1, §1 of the Code of Companies and Associations. 

Members participating in this manner shall be deemed to be present at the location where the General Meeting is held for the purposes of quorum and majority requirements. 

This communication tool must at least allow participating members to follow the discussions within the meeting directly, simultaneously and continuously, and to exercise their voting rights on all matters submitted to the General Meeting. It must also allow members to participate in deliberations and to ask questions. 

The notice of meeting shall include a clear and precise description of the procedures for remote participation. 

Where the association has a website, these procedures shall be made accessible on the association’s website to those entitled to participate in the General Meeting. 

However, the members of the bureau of the General Meeting may not participate in the General Meeting electronically. 

8.Any member has the possibility to vote remotely prior to the General Meeting by electronic means, according to the proceduresdetermined by the Board of Directors. 

The membership status and identity of the person wishing to vote remotely prior to the meeting shall be verified and guaranteed according to the procedures defined by the governing body. 

9.Unless otherwise provided in these articles of association, decisions shall be taken by a majority of votes, regardless of the number of members represented at the General Meeting.

• Article 23. Written General Meeting 

Members may, unanimously and in writing, take all decisions falling within the powers of the General Meeting, with the exception of those relating to an amendment of the articles of association. In such case, the formal requirements for convening the meeting do not need to be fulfilled. The members of the governing body and, where applicable, the statutory auditor may, upon request, take note of such decisions. 

• Article 24. Minutes 

1.The decisions of the General Meeting shall be recorded in minutes and entered into a digitalminutes register (secure cloud storage, electronic signature, time-stamped PDF), signed by the President of the association and one director. 

2.A copy of the minutes shall be sent to each full member by email.

TITLE V : FINANCIAL YEAR – FINANCING – INTERNAL RULES 

• Article 25. Financial year 

The financial year begins on 1 January and ends on 31 December of each year. 

On the latter date, the accounting records are closed and the governing body prepares the annual accounts which, after approval by the General Meeting, it shall publish in accordance with the law. 

Each year, the governing body shall prepare the budget for the following financial year. The General Meeting shall approve the budget at its subsequent meeting. 

• Article 26. Financial resources 

The financial resources of the Association consist of the following: 

• membershipfees;
• financial resources derived from economic and profit-making activities carried out on an ancillary basis,in accordance withthese articles of association; 
• any other legally permitted resources that may be paid or granted to the Association.

• Article 27. Internal rules 

1. An internal regulation, commonly referred to as the governance rules, shall be adopted by the Board of Directorsin order toimplement and clarify these articles of association, with a view to facilitating the management of the Association. 

2. The governance rules supplement the articles of association and are subordinate to them.In the event ofany contradiction between the rules and the articles of association, the latter shall prevail. 

TITLE VI: DISSOLUTION – LIQUIDATION 

• Article 28. Dissolution 

The association may be dissolved at any time by decision of the General Meeting, deliberating under the same conditions as those required for amendments to the articles of association. 

Where applicable, the reporting obligations provided for under the Code of Companies and Associations shall be complied with in this context. 

• Article 29. Liquidators 

In the event of the dissolution of the association, for any cause and at any time, the serving directors shall be appointed as liquidators pursuant to these articles of association, unless other liquidators have been appointed, without prejudice to the General Meeting’s right to appoint one or more liquidators and to determine their powers and remuneration. 

• Article 30. Allocation of net assets 

In the event of dissolution and liquidation, the Extraordinary General Meeting shall decide on the allocation of the association’s assets, which must in any case be allocated to a disinterested purpose. 

Failing a decision of the General Meeting, the liquidators shall allocate the remaining liquidation balance as closely as possible to the purpose for which the association was established, preferably to an association active in the field of patient experience. 

Such allocation shall be made after settlement of all debts, liabilities and liquidation costs, or after depositing the amounts necessary for that purpose. 

TITLE VII: MISCELLANEOUS PROVISIONS

• Article 31. Domicile for service 

For the purposes of these articles of association, any member, director, statutory auditor or liquidator residing abroad shall elect domicile at the registered office, where all communications, formal notices, summonses and service of process may validly be made, unless they have elected another domicile in Belgium vis-à-vis the association. 

• Article 32. Jurisdiction 

For any dispute between the association and its members, directors, statutory auditors or liquidators relating to the affairs of the association and the execution of these articles of association, exclusive jurisdiction is attributed to the courts of the place of the registered office, unless the association expressly waives this. 

• Article 33. Common law 

The provisions of the Code of Companies and Associations from which no lawful derogation is permitted shall be deemed to be incorporated into these articles of association, and clauses contrary to mandatory provisions of the Companies Code shall be deemed unwritten. 

• Article 34. Working language 

1.The official working languages of the Association are French and English.

2.The language used for official documents and relations with the Belgian authorities is French.

3.In the event ofdisputes relating to the articles of association and the governance rules, the official French version shall prevail. With regard to third parties, only the official French version shall be binding. 

The undersigned Notary recalls that, in accordance with Article 14:49 of the Code of Companies and Associations, the present transformation into an international non-profit association, including the amendment of its disinterested purpose and of the activities constituting its object, must first be approved by the King. To this end, the undersigned Notary shall transmit the deed amending the articles of association to the Federal Public Service Justice together with the request for approval thereof. 

The transformation shall only be enforceable against third parties as from the date of its publication in the Annexes to the Belgian Official Gazette following filing with the Registry of the Enterprise Court of the district in which the registered office of the association is located. 

Vote: this resolution is adopted unanimously. 

Sixth Resolution: Registered Office Address 

The General Meeting declares that the registered office is located at: 1050 Ixelles, rue Washington 40. 

Vote: this resolution is adopted unanimously. 

Seventh Resolution: 

[OPTION] 

Continuation of the mandate of the current directors 

The General Meeting resolves to maintain, for a term of $, the mandate of the current directors, namely: $, present and who accepts $, represented here by $ and who accepts. 

Their mandate is exercised on a $ free of charge $ paid basis, unless otherwise decided by the General Meeting. 

Vote: this resolution is adopted unanimously. 

[OPTION] 

Resignations and appointments 

The General Meeting resolves to terminate the functions of the following current director(s): 

$ 

(Either immediate discharge) The General Meeting grants full and complete discharge to the resigning director(s) for the performance of their mandate. 

(Or discharge at the annual meeting) The General Meeting shall decide at the next ordinary General Meeting on the discharge of the resigning director(s) for the performance of their mandate. 

The General Meeting decides to set the number of directors at $. 

$ are appointed as non-statutory directors for a term of $: 

• $, present and who accepts.  

• $, represented here by $ and who accepts.  

$ His/Her mandate is free of charge # remunerated as follows: … 

Vote: this resolution is adopted unanimously. 

Eighth Resolution: Powers 

The General Meeting grants full powers to the directors for the implementation of the foregoing decisions and to the undersigned notary to establish and sign the coordinated version of the articles of association and ensure its filing in the association’s file. 

Full powers, with the right of sub-delegation, are granted to the company $ to ensure the amendment of the registration of the association with the Crossroads Bank for Enterprises. 

Vote: this resolution is adopted unanimously. 

As the agenda is exhausted, the meeting is closed at $. 

EXPENSES 

The Chair declares that the amount of expenses, costs, remuneration or charges, in any form whatsoever, borne by the association or charged to it as a result of the amendment of the articles of association, amounts to approximately $. 

TAX DECLARATIONS 

The Chair declares that the present transformation is carried out under the benefit of: 

– Article 121 of the Registration Duties Code  

– Articles 211 et seq. of the Income Tax Code  

– Articles 11 and 18 §3 of the Value Added Tax Code 

FINAL PROVISIONS 

1. Election of domicile 

For the execution hereof, the parties elect domicile at their respective addresses indicated above.  

1. Identity confirmation – Civil status certification 

In order to comply with the provisions of Article 11 of the Ventôse Law, the undersigned notary certifies the names, first names, place and date of birth, and domicile of the natural persons appearing, on the basis of an extract from the national register and identity card or passport.  

The undersigned notary declares that he has verified the name, legal form, date of incorporation deed, registered or statutory office, as well as the VAT identification number of the legal entity appearing herein. 

STAMP DUTY 

The duty amounts to one hundred euros (€ 100.00) and shall be paid upon declaration by the undersigned notary 

MINUTES 

In witness whereof, the undersigned notary has drawn up these minutes. 

Done and executed at the place and date indicated above. 

The members and directors present or represented declare that they have taken knowledge of the draft of this deed prior to the present meeting within a sufficient period to examine it usefully. 

And after full reading of those parts of the deed which are required by law to be read in full, and partial reading of the other provisions, the members of the bureau, as well as the members and directors who so wish, have signed together with us, Notary.