The Devil is in the details! But, you may ask, in the details of what? Well, right now, it’s in the details of the proposed articles 14 and 17 of the statutes of the APEEE that will be put up for approval at the December 7th APEEE’s Extraordinary General Meeting. Quite frankly, these two articles are potentially so dangerous that I will vote against them. I believe they were designed to concentrate more power in certain positions and reduce accountability in others. I’m sure after you read the details below you will vote against them too.

Furthermore, the APEEE will not self implode or be disbanded on 1st January just because the statutes are not fully compliant with the law. I know from a good source that your children will still have buses to school or a warm lunch at the cafeteria. Board members may be held liable but even there, from a conversation I had with a Board member a few years ago, it seems the APEEE also insures its board members against financial and professional liability. So, the spreading of FUD fear, uncertainty and doubt about the existence of the APEEE on January 1 2024 seems more like a desperate effort to ensure these articles are adopted than anything else.

But now, without further ado, let’s dive in.

A bit of context

The Belgian law on companies and associations changed in 2019 and a transition period ending on 31 December 2023 was set to allow organisations to adapt their statutes. The APEEE statutes, aged as they are (they mostly date from the 1970s), were not compliant with the new law and, instead of addressing the matter as timely as possible, the APEEE Board slept over the matter for more than three years and finally, at the last possible moment, created a workgroup to adapt its statutes. This workgroup produced a proposal that the Board approved… However, the aforementioned two articles, 14 and 17, had last minute counter proposals by two Board members of the workgroup that did not agree with the versions endorsed by the majority of the workgroup. The alternative versions proposed by those workgroup members were eventually approved by the Board and, from the minutes of the meeting where the Board approved them, this was done without discussion. Art. 14 and art. 17 were also approved with much narrower margins than the rest of the articles, which shows immediately that they were controversial.

Why should you vote AGAINST article 14?

Article 14 describes how the president and the Board’s bureau members are selected.

The first problem in this article pertains to §5. The paragraph defines who the interim president shall be between the election of the new Board at the General Meeting and the election of the president at the first Board meeting. The proposal selects the interim president first by prior membership in the bureau, then by seniority and finally by age. So far so good. Where the text fails, miserably I must say, is that it does not limit the powers of the interim president.

The interim president should have the power (and, for that matter, the obligation) to call and chair Board meetings and nothing else. Any important decisions or lines to take in high level meetings during the interim presidency should be taken collegially by the board and not relied upon on a non-elected interim president. This very democratic limitation was actually present in the original workgroup proposed text but was magically whipped out by the proponent of the final text…

I kid you not, but, when I first read §7, which details how members of the bureau are elected, my first reaction was “Why the circus?” But before delving into it, here is a quick explanation of what the bureau is: The Bureau is a group of seven board members who are internally elected for positions such as president , vice president, secretary, treasurer, etc. Their election is valid for one year and its members tend to be very fond of their positions, with some of them repeatedly coming back. The bureau usually has access to all the information pertaining to the management of the APEEE. And, as we all know, knowledge is power!

For a member of the bureau to be elected an initial 2/3 majority of the whole board is needed. The idea seems that being a bureau member is such an important position that the elected member of the bureau needs to have broad support within the Board. But then, if a 2/3 wouldn’t be possible, there is a second round where the majority drops to a 1/2 + 1 majority of all board members. Finally, failing that, the member with the most votes will be elected with possibly less than 50% of the vote… And with that, there goes the grand ideal of broad support down the drain!

The Members of the bureau should be elected by a process where the two most voted candidates go to a second round of election, where the candidate that wins the majority will be elected. This is a tried and tested procedure in many presidential elections around the world and is basic common sense! So, why reinvent the wheel with poorly crafted procedures? Curiously enough a similar suggestion to mine was also in the original proposal by the workgroup.

In §8, a 2/3 majority of the entire Board, no matter how many members attend the meeting, is required to dismiss a member of the bureau. This threshold is so high, that it will be nearly impossible to get rid of a misbehaving bureau member.

The threshold to dismiss a member of the bureau should be the same as to elect the member: 1/2 + 1 majority. I surely would not want a Vice President of pedagogical affairs being aggressive towards the school or the pupils, or disregarding Board positions and bringing his/her own personal views to meetings with the school management. Having a lower majority will thus help ensure that the elected member will be very careful in his/her behaviour.

Apart from that I also have a very big issue with the wording of this text: “if one-third of the members of the Administrative Board submits a justified request”. What is a justified request? Shouldn’t it be a motivated request? There is a big difference between the two words, a difference that may have escaped the drafter of the article but that may fundamentally change the text’s interpretation; justified is a very biased word that implies the requestor is right about the member’s wrongdoing, when that is to be decided by a board discussion, vote and decision.

Why should you vote AGAINST article 17?

Article 17 describes how the director is appointed and how the post of a director is terminated. It also explains the powers of the director. The director is a key person in the APEEE: the director makes sure that the bus is there to take our child to the school, that there is warm food at noon and also that there are interesting activities for our kids after school.

Paragraph §2.2 stipulates a need for a 2/3 quorum and then an absolute majority of 1/2 +1 of all Board members to decide on the hiring and the dismissal of the Director of the association. What does this mean in practice?

• First it means that 1/3 of Board members can block any hiring or firing of a director by just not attending the meeting.
• Secondly, it also means that no matter how many members attend the meeting (within the necessary quorum), the necessary majority will not change and those members that could not give a damn and did not attend the meeting are still being counted.
• Finally, and more worryingly, it means that the proposed majority needed to hire or dismiss the director – which albeit an important decision remains an administrative one – is higher than the minimum majority needed to elect the president and the bureau members (see Article 14). This effectively places the director at a higher level of power than the Board’s bureau members and, by association, the board itself. The Board and its Bureau are political bodies that must at all times have an advantage over the APEEEs administration and its Director.

For all this I find the proposed text to be very dangerous. The director is a key person in the APEEE. But the way it is drafted now, it will give a director one of the best employment conditions in the world whereby it is nearly impossible to dismiss him/her. The main question is: is this in the best interest of us as parents and our children? The current Director is praised by many. But these statutes should not be adopted with the current Director in mind but for all Directors will have during the next few decades. I suggest that the original text proposed by the workgroup is reinstated instead: most of the board members should attend the meeting to attain the quorum, and the majority of the board members should vote in favour of hiring or dismissing the Director. This will ensure the Board will be equipped with the necessary instruments to correctly and effectively oversee, supervise and, if necessary, steer the operations of the APEEE’s administration.

If §2.2 means the APEEE would be shooting itself in the foot, then paragraphs §2.3 and §2.4 effectively pull the rug from under the parents. The law requires that the statutes define the powers of the Director. The proposal states that the Director is responsible for day-to-day management. That is however not enough, this day-to-day management needs to be more clearly described. There are two options to do this:

• to include in the statutes a list of the day-to-day management tasks, 
• or by providing a list in the internal rules.

A list in the internal rules was the proposal of the workgroup, but it has been scrapped by the Maverick workgroup members. In the new proposal, there is no list in the statutes, but the reference to the internal rules has also been dropped. Instead, it allows the board to define day-to-day management on an ad hoc basis. As a result, art. 17 is an empty shell article. It is pompously announced that it has to define the powers of the director, but once you open it, there is nothing inside. And I keep on breaking my head and wondering: why?

Finally, the last part of §2.5 is again extremely dangerous. On the surface it appears to repeat the idea of §2.2 that states the Board has the power to hire and fire. However, upon closer inspection, one can see that the proposed wording not only mentions the hiring and firing of the Director, but also introduces the concept of ‘replacing’ the director without explaining what is meant by ‘replacing’ and also without stating any of the necessary criteria to do so, something that is clearly done for the hiring and firing part in §2.2. Because it introduces ambiguities and repetition of ideas I suggest that the words “and may dismiss and/or replace the Director at any time in accordance with paragraph §2.2 above” be completely removed from the text.

An easy interpretation of this text could be that a Director is ‘replaced’ and remains as a member of staff, but keeps the same working conditions and benefits as before, which could be better than those of the new Director. I don’t think I need to explain any further the implications to the workplace relations that such a situation could cause. After all, the new Director will be aware of all staff’s working conditions…

Conclusion

Statute changes have been very rare during the last four decades. Whatever, we approve now, will stay there for another four decades. So the text should be right, unambiguous and make sense. It should also prepare the APEEE for the worst case scenario: an incompetent director making mistakes, resulting in bad services for our children. A president or a vice-president, going astray and going against the majority view of the parents. For these worst case scenarios, the current proposal does not give a solution. Instead, the current statutes will completely paralyse the APEEE and in the end the parents, and their children will lose.

The APEEE Board has the opportunity to include revised versions of these two articles to be discussed and voted on at the planned Annual General Meeting of January 11th 2024. This is 11 days beyond the deadline, but such a small delay might not create legal issues since it shows there was good faith in making the changes. If the revised articles are more reasonable, better drafted and effectively defend the interests of the Parents and their Children, they will receive broader support from the parents community, and more importantly, will much better prepare the APEEE for the challenges in the decades to come.