Articles of Association & Rules of Procedure

Articles of Association of the non-profit organisation Pianofabriek Community Centre

The articles of association serve as the constitution of an organization. They outline the rights and obligations of the members and the governing body, structuring the organization, etc.
They also determine who can become a member of the non-profit organization and the governing body.
Source: Federal Public Service Justice

You can consult the articles of association of our non-profit organization on the website of the Belgian Official Gazette. You can find the link here. (Click on "Publications in National Gazette" at the bottom of the page to access the articles of association.)

Rules of Procedure of the non-profit organisation Pianofabriek Community Centre

These Rules of Procedure regulate the internal functioning of the Pianofabriek Community Centre nonprofit organization (vzw). They serve as a concretization and a supplement to the statutes of the Pianofabriek Community Centre nonprofit organization and the covenant between the Pianofabriek Community Centre nonprofit organization and the Flemish Community Commission (VGC).

In accordance with the Code of Companies and Associations (WVV), the Governing Council is authorized, provided statutory authorization, to issue the Rules of Procedure. The Governing Council may amend these Rules of Procedure by a simple majority of votes from the directors present, provided that at least a majority of the directors are in attendance. Any amendment must be included on the agenda and recorded in the minutes, and it must be communicated to the members. The Governing Council is responsible for publishing the date of the Rules of Procedure in the statutes.

These Rules of Procedure are dated 20/02/2024.

Mission, vision, and values of the organization 1
Membership 2
Organizational structure of the association 3
General Assembly 3
Governing Council 4
Roles and responsibilities within the Governing Council 6
Day-to-day management 7
External representation of the organization 8
Roles and responsibilities of employees (non-Governing Council members) 10
Budget, annual accounts, annual report 11
Conflict of interest policy 11

Mission, Vision, and Values of the Organization

The Pianofabriek Community Centre nonprofit organization develops activities within the framework of the mission, common program, and general objectives as formulated in Article 5 of Regulation No. 12/005 of 26 October 2012 of the Flemish Community Commission concerning the organization of the Brussels community centers.

Membership

Art. 1.

Associations, organizations, or institutions applying for membership must demonstrate that they autonomously develop a local cultural or socio-cultural activity aimed at the community within the working area of the community centre. They must also organize at least three activities per year that are open to their members or a broader audience.

Each association, organization, or institution may delegate a maximum of two persons who will have voting rights in the General Assembly (GA).

Private individuals applying for membership must demonstrate that they make a significant contribution to local community life or can provide expert input to the management of the community centre. Candidates must complete a standard application form provided by the daily management.

The number of private individuals may not exceed one-third of the number of delegates from socio-cultural associations, organizations, or institutions.

Art. 2.

The representativeness of each candidate member is assessed based on guidelines provided by the Community Centres Entity of the administration.

Art. 3.

Members preferably reside in the Brussels-Capital Region. To comply with the Cultural Pact, all members are asked to indicate whether they belong to an ideological or philosophical movement or if they do not wish to identify with any particular movement.

Art. 4.

All members endorse the mission, objectives, and common program of the Pianofabriek Community Centre nonprofit organization and the principle of tolerance outlined in Article 9 of Regulation No. 12/005 of 26 October 2012 of the Flemish Community Commission concerning the organization of the Brussels community centres.

The Principle of Tolerance entails:

Adhering to and applying all principles of democracy and the constitution.
Supporting the cooperation model between different communities within the Brussels-Capital Region.
Promoting harmonious coexistence among various peoples, races, cultures, and religions within the Brussels-Capital Region.

Art. 5.

New members of the General Assembly of the nonprofit organization receive an information package consisting of:

The statutes of the Pianofabriek Community Centre nonprofit organization.
The applicable regulation concerning the organization of the Brussels community centres.
The covenant between the College of the Flemish Community Commission and the Pianofabriek Community Centre nonprofit organization.
The Rules of Procedure of the Pianofabriek Community Centre nonprofit organization.

Art. 6.

The Pianofabriek Community Centre nonprofit organization is reconstituted every six years. It must be officially recognized again no later than six months after the installation of a new municipal council. To this end, the nonprofit organization will submit an application to the administration of the College in accordance with the modalities defined in the covenant between the Pianofabriek Community Centre nonprofit organization and the Flemish Community Commission.

Art. 7.

Each member must inform the Pianofabriek Community Centre nonprofit organization of any changes regarding their name, address, registered office, legal status, representative, proxy holder, etc.

Art. 8.

If a member resigns or is excluded from the association in accordance with Articles 12 and 13 of the statutes, the following procedure applies:

If the number of members in the General Assembly (GA) falls below eight, the Governing Council will issue a call—among other means, via the nonprofit organization's website—to find new members for the GA who meet the criteria outlined in Article 8 of the statutes.
If a GA membership ends prematurely, a successor must be appointed as soon as possible. The Governing Council will request the relevant association or institution to designate a new member no later than 14 days after the termination of the previous membership. The appointment of a successor must comply with all applicable regulations. The successor will complete the remaining term of the prematurely vacated membership.

Art. 9.

If the representative of a socio-cultural association, organization, or institution resigns as the delegate of that member, the respective association, organization, or institution will be asked to appoint another person to exercise the voting rights in the GA.

Organizational Structure of the Association

Art. 10.

The Pianofabriek Community Centre nonprofit organization consists of:

The General Assembly (GA)
The Governing Council
The Day-to-day management

The GA consists of the voting members of the Pianofabriek Community Centre nonprofit organization.

Membership in the association is approved by the GA, as is the exclusion of a member from the association.

The GA approves the composition of the Governing Council.

The Governing Council decides on the appointment and authority of the Day-to-day management and the delegation of specific powers to one or more authorized representatives.

Art. 11.

Role of the Centre Coordinator

The Centre Coordinator is neither a member of the Governing Council nor of the General Assembly (GA). However, they are granted a representative authority that must be approved by the Governing Council, based on:

Their appointment as the person responsible for the day-to-day management, and
A specific and limited power of attorney.

General Assembly

Art. 12.

The General Assembly exercises its legal and statutory exclusive powers and ensures that the nonprofit organization's mission and vision, as carried out by the Governing Council, are upheld.

Art. 13.

The GA consists of the members of the Pianofabriek Community Centre nonprofit organization. A digital membership register is maintained at the Community Centre, listing the name, first name, and residence of the members.

Art. 14.

The Governing Council includes a proposed agenda with the invitation for the GA. Members may propose additional agenda items, provided they sign the proposal with at least 1/20th of the members and submit it to the Governing Council via email at least eight days before the meeting.

Items not on the agenda cannot be discussed at the GA unless all members are present or represented and agree to their inclusion.

The Governing Council will make every effort to distribute any annexes related to the GA agenda to all members and directors. These documents will be sent to members and directors within 24 hours of receiving their request.

Once the minutes are drafted, they will be sent to all members within 14 days of the meeting. Members may submit their comments within 14 days of receipt; otherwise, the minutes will be considered approved. OR The draft minutes of the GA will be sent to members no later than 30 days after the meeting and will be approved at the next meeting.

Art. 15.

The following individuals attend the General Assembly (GA) as observers:

A representative of the College of the Flemish Community Commission,
A representative of the administration of the College of the Flemish Community Commission, specifically the Entity Coordinator of the Community Centres Entity or their delegate,
A representative of the College of Mayor and Aldermen.

Governing Council

Art. 16.

The Governing Council exercises its statutory residual powers. It develops the substantive program of the Pianofabriek Community Centre within the organization's objectives, formulates strategic and operational goals, and is responsible for the proper implementation of actions and programming. The Governing Council appoints and supervises the daily management team.

Art. 17.

Candidates for the Governing Council must submit their candidacy for the GA to the Governing Council through the daily management team. They must indicate their interests, knowledge, and competencies that they wish to contribute to the organization. Candidates must also provide a concise CV.

Each candidate receives an information package containing:

The Articles of Association of the Pianofabriek Community Centre,
The applicable regulations regarding the organization of the Brussels community centres,
The agreement between the College of the Flemish Community Commission and the Pianofabriek Community Centre,
The Rules of Procedure of the Pianofabriek Community Centre.

Art. 18.

Within six months of the installation of a new municipal council, the GA appoints the Governing Council members by a simple majority vote of the present or represented members for a maximum term of six years.

Art. 19.

When composing the Governing Council, the GA ensures diversity.

The composition of the Governing Council is assessed based on a competency and diversity matrix provided by the Community Centres Entity of the administration. The community centre aims for a reasonable mix of complementary profiles. During the six-yearly reconstitution, the GA ensures a balance between continuity and renewal (rotation).

Art. 20.

Membership of the Governing Council is incompatible with holding an executive political mandate (including a Public Social Welfare Centre mandate) or with serving as president, vice president, secretary, or treasurer in another community centre nonprofit organization. The role of president and at least one other position must be held by residents of the Brussels-Capital Region.

If a Governing Council member runs for political office, their functions as a Governing Council member are temporarily suspended from the moment their candidacy is officially registered.

Art. 21.

The following individuals attend the Governing Council meetings as observers:

The representative of the College of the Flemish Community Commission, the representative of the administration of the College, and the representative of the College of Mayor and Aldermen, who also act as observers in the GA,
The Centre Coordinator, except for matters where the Governing Council deems their presence inappropriate,
The Cultural Policy Coordinator.

The Governing Council may invite staff members or experts when deemed necessary or upon the proposal of the Centre Coordinator.

Art. 22.

The Governing Council meets at least once a year and, in any case, within the first quarter following the end of the financial year to approve the accounts of the past financial year and the budget for the next fiscal year. The Governing Council aims to hold five to six meetings per year or whenever the organization's goals or interests require it.

Governing Council members commit to attending meetings regularly. They must confirm their attendance or absence via email at least seven days in advance, except in cases of force majeure (illness, accident, etc.).

Art. 23.

The meeting invitation and agenda are prepared by the Centre Coordinator and the president and sent via email to all Governing Council members at least five days before the meeting. Only in urgent cases may this deadline be shortened.

Topics proposed by at least two Governing Council members at least three days before the meeting, submitted to the president, will also be added to the agenda. The updated agenda will then be sent to the Governing Council.

Additional agenda items may be added at the beginning of the meeting by a simple majority vote of the present members.

Art. 24.

The secretary, or a designated replacement, drafts a preliminary report of each meeting, which is sent to all Governing Council members and submitted for approval at the next meeting.

Art. 25.

The Governing Council may decide to establish working groups to implement specific projects or oversee particular aspects of the management or policy of the nonprofit organization. External experts may be consulted if necessary.

The working groups prepare agenda items for the Governing Council; they serve only an advisory function and do not have any decision-making authority.

If the Governing Council decides to establish a working group, this decision is recorded in the Governing Councils minutes. The Governing Council specifies the composition, objectives, and duration of the working group.

An annual meeting will be held during office hours for all staff members and key stakeholders, covering the following topics:

The current and future economic and social developments,
Workplace well-being,
Presentation of the activity report and a summary of the annual accounts,
Personnel management, recruitment, and ongoing training.

Art. 26.

Governing Council members are required to maintain discretion regarding sensitive information related to the operation of the nonprofit organization and any individuals they may learn about in the course of their mandate as Governing Council members.

Roles and Responsibilities within the Governing Council

Art. 27. The President

The President:

Develops, in collaboration with the Centre Coordinator, the Governing Council, and the GA, a (medium-)long-term vision for the nonprofit organization,
Leads meetings, moderates discussions, and encourages decision-making,
Ensures the nonprofit organization stays on course in line with its Articles of Association,
Can enter into financial commitments exceeding €30,000 together with the Centre Coordinator,
Is responsible for signing official correspondence exceeding €30,000 together with the Centre Coordinator,
Acts as the primary contact within the Governing Council for staff members.

Art. 28. The Vice President

The Vice President:

Supports the President in their duties,
Assumes the President’s responsibilities in their absence.

Art. 29. The Secretary

The Secretary:

Organizes meetings and distributes minutes,
Ensures that the Articles of Association remain valid and up to date with current legislation,
Maintains the membership register at the organization’s registered office,
Ensures timely distribution of the agenda for the GA and the Governing Council,
Monitors meeting schedules.

Art. 30. The Treasurer

The Treasurer:

Serves as the primary financial point of contact within the Governing Council, alongside the Centre Coordinator and a financial/business staff member,
Oversees the management of the financial resources allocated to the nonprofit organization,
Reviews the audit report from the external accountant and reports any anomalies to the Governing Council and the GA,
Ensures, in collaboration with the external accountant, that the Centre Coordinator and financial/business staff member comply with all nonprofit obligations, including preparing and submitting the annual accounts, reporting the property tax, drafting the budget, filing corporate tax returns, etc.,
Assists in preparing the budget if needed and, if necessary, reviews account balances on a quarterly basis,
Assists in developing an investment plan and ensures its implementation.

Art. 31.

This division of tasks among Governing Council members is for internal purposes only and does not apply to third parties.

If not all positions are filled, the Governing Council must collectively assume these responsibilities, with potential support from the Centre Coordinator.

Day-to-day Management

Art. 32.

The day-to-day management team may carry out all actions necessary for the nonprofit organization’s daily operations, as well as any urgent actions that cannot wait for Governing Council intervention.

The day-to-day management team reports to the Governing Council and operates under its supervision. Its actions and decisions must be ratified by the Governing Council at the next meeting or at least acknowledged.

Daily operations include: monitoring accounting, ensuring compliance with nonprofit regulations, overseeing financial guidelines related to commitments, purchases, and payments according to the internal regulations, and supervising any special representatives.

These limitations of authority cannot be invoked against third parties, even if publicly disclosed. However, failure to comply may result in internal liability for the representatives involved.

Art. 33.

The day-to-day management team makes decisions collectively.

Meetings are held as required by the organization’s daily operations.

Decisions may also be made legally through digital deliberations via video conferencing or in writing via email or digital messaging.

Art. 34.

The day-to-day management team is convened whenever at least one member of the team or the Centre Coordinator requests it. A meeting is only valid if at least:

The Centre Coordinator, and
One member of the daily management team are present.

External Representation of the Organization

Art. 35. General Provisions

In accordance with Article 25, paragraph 1 of the Articles of Association, the nonprofit organization Pianofabriek Community Centre may be represented in and out of court by a single Governing Council member acting alone.

Persons responsible for daily management may represent Pianofabriek Community Centre within the scope of day-to-day management, in accordance with Article 19 of the Articles of Association.

Limitations of authority cannot be invoked against third parties, even if publicly disclosed. However, non-compliance may result in internal liability for the representatives involved.

The Governing Council or Governing Council members representing the nonprofit organization may also appoint proxies in accordance with Article 22, paragraph 1 of the Articles of Association. Only specific and limited powers of attorney for certain legal acts or a series of specified legal acts are allowed. These proxies may legally bind Pianofabriek Community Centre within the limits of their granted authority, which is enforceable against third parties according to applicable agency laws.

Any proxy who formally represents the nonprofit organization must receive a written power of attorney from the Governing Council specifying the granted authority.

Art. 36. Payments and Financial Transactions

Authorized signatory Governing Council members or the Centre Coordinator may conduct financial transactions and represent the nonprofit organization at banking and financial institutions where it holds accounts.

A Governing Council member has signing authority based on the statutory signing clause (Article 22, paragraph 1 of the Articles of Association).
The Centre Coordinator has authority based on their appointment as the person responsible for day-to-day management and the special power of attorney they hold (Article 22, paragraph 1 of the Articles of Association).

For the purchase or sale of real estate or the establishment of a mortgage by the nonprofit organization, GA approval is required.

Payments must be signed by the appropriate authorized individuals:

The authorized signatory Governing Council member(s),
The Centre Coordinator,
The proxy.

The Centre Coordinator may enter into financial commitments up to €30,000 alone. For amounts exceeding €30,000, a signing Governing Council member must co-sign with the Centre Coordinator.

Payments above €150 must be made through an electronic platform.

Transfers are the standard method of payment. Exceptions include payments by credit card or cash (from the cash register), which are only allowed in special circumstances.

Each payment must be supported by a justification document, which must be filed in chronological order.

Art. 37.

Receipts

NPO Pianofabriek Community Centre can issue claims against third parties.

As a general rule, bank transfers are the preferred method for receiving payments. However, cash payments and payments via bank cards remain possible. Receipts of more than 150 euros can only be collected via bank transfer.

Each receipt must be accompanied by a supporting document, which must be classified in chronological order.

Art. 38.

Purchases and Commitments

All financial commitments and obligations must fall within the budget approved by the General Assembly (GA).

However, in the case of the purchase or sale of real estate owned by the NPO and/or the establishment of a mortgage, approval from the GA is required.

Art. 39.

Recruitment and Employee Policy

Recruitments within the approved budget must be approved by the Governing Council upon the recommendation of the Centre Coordinator. Any recruitments beyond the budget must be decided by the Governing Council.

The Centre Coordinator is responsible for the daily management of the NPO’s staff and applies the same standards as those for VGC personnel employed within the NPO.

Art. 40.

Accounting

The Centre Coordinator or Governing Council members authorized for payments settle invoices prepared by a financial officer. Payments are generally entered into an accounting system in advance by a financial officer; in exceptional cases (e.g., absence of the financial officer), this can be done afterward.

The treasurer (or, in their absence, the Governing Council) oversees accounting. This accounting review must be scheduled at least once a year, for example, during the preparation of the annual accounts.

GA Members, Governing Council members, and day-to-day management members who request it have the right to inspect supporting documents related to income and expenditures (claims, bank statements, invoices, cash receipts, etc.), which must be kept at the NPO’s registered office.

Art. 41.

Credit and Debit Cards

NPO Pianofabriek Community Centre has one credit card and one debit card in the name of the Centre Coordinator, which is managed by the Centre Coordinator or the financial officer.

The credit card can be reserved via email one week in advance by one staff member per team for online or last-minute payments in a store (this must be recorded in a logbook).

The staff member must indicate when they will return the card and for what purpose it will be used, preferably including an analytical code and the name of the supplier/store. The staff member must also specify if a card reader is needed.

When returning the credit card, the staff member must provide proof of expenses (invoice), which will be kept by the Centre Coordinator and submitted to a financial officer along with the expense report.

In the absence of the Centre Coordinator, the credit card will be managed by a substitute, preferably a financial or business officer.

Cash Registers

A financial officer oversees the cash registers at Pianofabriek.

Multiple cash registers are used at Pianofabriek: a reception register, a bar register, and a "Zabriskie" register for events.

All Pianofabriek staff members are authorized to collect money for the cash register. They may collect small daily receipts (e.g., entrance fees, proceeds from sales of various goods and other items for resale) that, due to their nature, cannot be invoiced in advance or afterward. These funds may be collected electronically (via Bancontact or Payconiq) or, in exceptional cases, in cash.

They are required to:

Record the opening and closing balance of the register and the total daily receipt each day.
Register each receipt from visitors and/or sales, as well as the payment method (cash, electronic), via an electronic document linked to a cash ledger.
Store the cash register in a locked cabinet.
Ensure that payments exceeding 150 euros are only made electronically or via bank transfer.

Cash register supervisors are only authorized to collect small daily receipts and may not use the collected amounts for expenses or to grant credit to staff, other departments, or third parties.

Cash Register Management

The cash register manager must:

Ensure that the open cash register does not exceed 150 euros. Any excess must be transferred to the safe, which is accessible only to the Centre Coordinator and financial officer.
Conduct weekly reconciliations of actual cash balances with recorded cash income and expenses.
Prepare a monthly overview of received amounts from visitors and sales according to payment method. This overview serves as supporting documentation for accounting.
Create a new virtual cash ledger annually for the upcoming fiscal year.
Record any cash discrepancies (amounts exceeding 5 euros) in the cash ledger and report them to the Centre Coordinator as soon as possible.
Immediately report any theft or suspected theft to the police.

Financial Officer Responsibilities

The financial officer must:

Verify electronic payments monthly against the income recorded in the current account.
Supervise the cash register manager and ensure proper registration of monthly income and its inclusion in the accounting records.

The Safe

Only the Centre Coordinator and financial officer are authorized to make cash payments from the safe.
A supporting document must be kept for every income or expenditure.
All cash transactions must be recorded and reported monthly by a financial officer.
Once the safe’s cash balance exceeds 5,000 euros, a portion must be deposited into the current account. As a general rule, deposits are made four times a year.

A member of the daily management is designated to oversee the Centre Coordinator and ensure the accurate recording of income and expenses.

Roles and Responsibilities of Employees (Non-Governing Council Members)

Art. 42.

The Centre Coordinator

The Centre Coordinator of Pianofabriek Community Centre, or their substitute, supports the administrative operations of the association and may be assisted by other staff members of Pianofabriek Community Centre.

The Centre Coordinator is authorized to make and sign commitments up to 30,000 euros for activities within the approved budget that are not related to recruitment.

The Centre Coordinator is not a member of the General Assembly or the Governing Council but can be appointed by the Governing Council as the person responsible for daily management and as a special proxy holder for specific legal transactions (cf. Art. 22, first paragraph of the Articles of Association). The Centre Coordinator acts within the scope of their delegated powers.

Art. 43.

Financial Officer

A financial officer may be appointed to support the Centre Coordinator and treasurer. This officer is responsible for accurately recording outgoing and incoming payments in the accounting system, assisting in budget preparation and the annual financial report, and handling NPO formalities (such as filing the annual financial statement, property tax declaration, financial status report, and corporate tax return).

The Governing Council may appoint this financial officer as a special proxy holder for the NPO for specific legal transactions (cf. Art. 22, first paragraph of the Articles of Association). The financial officer acts within the scope of their delegated powers.

Budget, Annual Accounts, Annual Report, and Valuation Rules

Art. 44.

By December at the latest, the Governing Council presents a draft budget to the GA for the following year.

No later than six months after the end of the fiscal year, the Governing Council presents the financial statements and annual report to the GA for the past year.

Annually, in conjunction with the progress report on local cultural policy in the municipality, a brief annual report is prepared summarizing the NPO’s activities over the past year. This report is shared with the Governing Council, the GA, and the Flemish Community Commission.

Investments

Expenses exceeding 1,000 euros for the purchase of materials, works, or services with a lifespan of more than one year are considered investments, except for purchases financed through subsidies or grants. These are recorded as expenses and not subject to depreciation.

Investments are depreciated linearly according to the following table:

Investment Category // Depreciation Period

Infrastructure works (buildings) 5 years

Installations, machinery, and equipment 5 years

Catering infrastructure 5 years

Catering installations 3 years

Furniture and rolling stock 5 years

Electronics, technical equipment 3 years

IT hardware & software 3 years

General Expenses

General expenses such as building maintenance, furniture maintenance and repairs, cleaning products, telephony, internet, office supplies, insurance, office equipment maintenance, etc., are allocated to general operations based on the relative weight per cost center, i.e., the number of staff members per team. This allocation key is reassessed each year.

If a positive result is recorded in the balance sheet at the end of the year, the need for dedicated reserves or general investments is first assessed. Any remaining surplus can then be distributed according to the same allocation key.

In case of a negative result in the balance sheet, it is first examined whether reserves can be used, and then how the loss can be allocated to cost centers according to the same allocation key.

Deferred Subsidies

Allocated subsidies are fully recognized as revenue during the current fiscal year, including any remaining balance.

Costs related to project subsidies that must be incurred and justified in the following fiscal year but have not yet been used in the year the subsidy was granted may be carried forward.

Conflict of Interest Policy

Art. 45.

If a member has, directly or indirectly, a financial conflict of interest regarding a decision or transaction within the competence of the General Assembly (GA) or one of its agenda items, they must disclose this to the other members before the GA deliberates.

If the member fails to do so, any other member aware of the potential conflict of interest must raise the issue for the GA to investigate. The GA will determine whether the conflict is significant enough to require the member to abstain from participation in the deliberation and voting.

Observers attending the GA may be asked to leave the meeting if the agenda item is confidential or involves a potential conflict of interest.

Art. 46.

Governing Council members act with integrity and in the best interest of the non-profit organization Pianofabriek Community Centre. They always prioritize the organization’s interests over their own and refrain from personal gain or favoritism towards their relatives.

Governing Council members are bound by confidentiality regarding any information they acquire while performing their duties.

Art. 47.

Situations where a Governing Council member has an interest (political, familial, moral, personal, financial) that differs from that of Pianofabriek Community Centre and could influence their independent and objective performance must be avoided at all times.

Potential or actual breaches of integrity and conflicts of interest must be reported as soon as possible to the chairperson. The chairperson serves as the first point of contact and ensures careful decision-making by the Governing Council.

If the chairperson is personally involved, the Governing Council will appoint another member to handle the matter.

Art. 48.

If a Governing Council member has, directly or indirectly, a financial conflict of interest regarding a decision or transaction within the competence of the Governing Council or one of its agenda items, they must disclose this to the other Governing Council members before a decision is made.

This also applies in cases where a Governing Council member’s blood relatives or relatives by marriage up to the third degree have a personal interest.

The Governing Council member with the (direct or indirect) conflict of interest must leave the meeting and abstain from the deliberation and voting on the matter in question.

Observers attending the Governing Council meeting may be asked to leave if the agenda item is confidential or involves a potential conflict of interest.