This is a translation of the bylaws. The original Dutch-language version applies. Click here to consult it.


Version 18 november 2021

Company no: 0410.813.905, RLE Ghent, Dendermonde Division.   


(in full): Royal Belgian Association for Refrigeration and Air Conditioning - Union Royale Belge du Froid et du Conditionnement de l’Air (abbreviated Frixis)   

Legal form: Non-profit association  

Registered office: Industrielaan 4, 9320 Erembodegem, Belgium 


The non-profit association has the name “Koninklijke Belgische Vereniging voor Koude en Luchtbehandeling” in Dutch and “Union Royale Belge du Froid et du Conditionnement de l’Air” in French.  

The abbreviated name is: Frixis  

The association was founded on 17 February 1948 by the persons named in Act 444, published in the Belgian Official Gazette of 28 February 1948. 


The registered office of the association is located at Industrielaan 4, 9320 Erembodegem, in the Flemish Region in the Province of East Flanders.   

It may be moved by the governing body, provided that such relocation does not entail a change in the language of the bylaws. The governing body is also authorised to implement a change to the registered office stipulated in the bylaws.   

The email address of the non-profit association (asbl/vzw) is   

The website of the non-profit association is   

Changes to the email address and the website can be modified in the bylaws by the governing body.   


The association pursues a disinterested purpose: the study, protection (in fact and in law) and development of the professional interests of its members. The association pursues a disinterested purpose and does not, under penalty of nullity, pay, directly or indirectly, any pecuniary benefit to the founders, members, directors or any other person, except in the latter case for the disinterested purpose defined in the bylaws.     

In agreement with the opposing party, the association undertakes to seek the means to settle any dispute concerning the terms of work affecting the association, either by conciliation or arbitration.    

The association has as its disinterested purpose:   

The association pursues the disinterested purpose within the framework of one or more well-defined activities that it has as its object. These activities may include:   

The description of these activities is purely illustrative and not exhaustive.   

The non-profit organisation may undertake all actions to fulfil the object and to promote the disinterested purpose insofar as the proceeds are devoted to the disinterested purpose and are in accordance with the object.   

The non-profit organisation does not operate a business or engage in operations of a profit-making nature, within the meaning of Article 2, 5° of the 1992 Belgian Income Tax Code. The non-profit association is engaged in operations that consist of a business that is only incidentally related to industrial, commercial or agricultural operations, or that is not carried out according to industrial or commercial methods, within the meaning of Article 182 of the 1992 Belgian Income Tax Code.   

The association may perform all acts directly or indirectly related to its purpose. It may lend its assistance and interest to any activity with similar or related purposes.   


The association was established for an unlimited duration.


The association has two types of members: active members and non-active members.   

Active members enjoy the right to vote at the General Meeting and may be members of the governing body.  

Non-active members are members of the association without the right to vote at the General Meeting. The internal operating rules of the non-active members are stated in the internal regulations.   

End users/operators can only be non-active members and have no voting rights.   

Membership is unlimited, with an imposed minimum of 10 members. Membership numbers and representations are reviewed annually by the governing body and executive committee.   

By their free membership in the association, the members expressly commit themselves to comply with the bylaws, internal regulations and all regularly adopted regulations and decisions. The active and non-active members also undertake, in their mutual relations and in their professional activities, to respect the sector’s existing customs and practices.   

The members of the Executive Committee are full members as of right.

§ 1 - Admission   

To be admitted as an active member or non-active member, as a natural or legal person, one must:  

If members perform refrigeration operations with F-gases, they must be refrigeration certified as a company, or have the intention to obtain certification at company level within six months of affiliation. If they are not in compliance with this within six months of joining, they will automatically lose membership. However, the fee requirement after registration as a member remains enforceable in all circumstances.    

For Category A, in accordance with the classification in Article 11 of the bylaws, at least 3 members must belong to the General Meeting. Categories B and C, according to the classification in Article 11 of the bylaws, must have at least one member in the General Meeting. FRIXIS decides in which category and, if applicable, sub-category a member will be registered.   

Requests for inclusion as an active or non-active member shall be addressed in writing to the association at its registered office. The governing body makes a sovereign decision within six months of receipt, without having to justify its decision to the applicant.

§ 2 - Resignation

Membership status lapses upon death, or, in the case of a legal entity, upon its dissolution, resignation or exclusion. Membership status also lapses if the conditions for membership are no longer satisfied.

Each member is free to withdraw from the association. Such resignation must be sent by registered letter to the association at its registered office, to the attention of the governing body. If the member wishes to terminate their membership, the member must inform the registered office of FRIXIS by registered letter to the attention of the governing body 3 months before the end of the calendar year. If a member resigns, this resignation will only take effect on 1 January following the resignation. The full fee remains due for the invoiced period.

§ 3 - Exclusion

The General Meeting may, by secret ballot, exclude any member who is guilty of a serious breach of their obligations as a member, or who fails to act in an honourable and honest way, who is suspended, in a state of apparent insolvency, who has been declared bankrupt or who is applying for judicial composition.   

In these cases, the General Meeting shall judge sovereignly and without contradiction.   

The association, its members, its mandataries and its appointees, shall not incur any liability for any damage resulting directly or indirectly from an exclusion in accordance with the bylaws.

§ 4 - Supporting members - Honorary members

The Executive Committee may accept supporting members who do not have voting rights at the various meetings, as well as honorary members. It shall determine their conditions of admission. They are also non-voting members.

§ 5 - Register of members

The register of members shall be deposited and maintained by the governing body at the registered office, where it shall be available for inspection by any member.   



Active and non-active members shall undertake to pay the annual membership fees set by the General Meeting within the stipulated period. An active or non-active member who, after two reminders and a subsequent registered letter of formal notice, has not paid within the time specified on the notice, will be further followed up by the mediation service (collection). However, the full invoiced amount remains due and payable.   

If a member resigns, this resignation will only take effect on 1 January following the resignation. The full fee remains due for the period invoiced.   

The fee may not exceed 5,000 euros, excluding 21% VAT.


The General Meeting is composed of all active members. The director of the non-profit association Frixis is also present at the General Meeting. The term of office of a full member is three years.   

The General Meeting is the association’s highest body. It has the powers expressly granted to it by law or by these bylaws.   

Its powers include:   

The General Meeting must be convened at least once a year, during the month of November.    

An Extraordinary General Meeting of the association may be convened at any time by a decision of the governing body or at the request of at least one-fifth of the members. This proposal by one-fifth of the members must be addressed in writing to the governing body. In this case, the meeting must be convened within 21 days, and the meeting itself must take place no later than the fortieth day after the request. Each meeting shall be held on the day and hour and at the location specified in the notice. All voting members and the director shall be invited to attend.   
The General Meeting is convened by the governing body, by ordinary letter or by mail, signed by the president or vice-president and in the name of the governing body, sent at least fifteen days before the meeting to each member, director and, if applicable, auditors.   

The agenda is mentioned in the meeting’s convocation notice. The meeting cannot validly deliberate on items that are not on the agenda. However, one twentieth of the members have the right to add items they wish to the agenda. Their request must be made in writing to the governing body and received no later than three days before the meeting.   

Each active member has the right to attend the meeting. They may be represented by a proxy. The proxy must be an active member of the association. A member may represent an unlimited number of other members.   

The General Meeting is chaired by the president of the governing body and, in their absence, by a vice-president designated by the president and, in the absence of a designation, by a director present elected by the members present and represented at General Meeting.      

At the General Meeting, all active members (the vast majority being companies, as it is they who pay the membership fee), in line with their contribution, have a right to vote. Each member is entitled to one vote.   

There is one voting member and one alternate per active member.   

Decisions are taken by a simple majority of the votes of the members present or represented, unless otherwise stipulated by law or these bylaws. Abstentions and invalid votes shall be disregarded.   

In the event of a tie, the vote of the President, or of the Director replacing them, shall prevail.  

Amendments to the bylaws can only be decided by the General Meeting, except in cases where the governing body is competent, as stipulated in the bylaws. The General Meeting can only decide on an amendment if it has been precisely stated in the meeting’s convocation notice and if at least 2/3rds of the members are present or represented. If this quorum is not reached, a second meeting may be convened, as foreseen in these bylaws, and at which this meeting will be able to validly decide regardless of the number present. This second meeting may not be held within 15 days following the first meeting.   

Furthermore, any amendment to the bylaws requires a majority of 2/3rds of the votes present or represented, even at the second General Meeting. Amendments to the purpose or object of the association can only be decided by a majority of 4/5ths of the votes. Abstentions and invalid votes shall be disregarded.   

In the case of voluntary dissolution of the association, the same rules as those described for changing the purpose or object of the association are applied.   

In the case of exclusion of a member, the same rules as those described for amending the bylaws are applied.   

The decisions of the General Meeting are entered in the register of minutes and are signed by the president and at least one director. This register is kept at the registered office, where all members may consult it on site.   

All members, or third parties having a legitimate interest, have a right of inspection.


The association is governed by a governing body composed of at least five members, appointed by the General Meeting, which can remove them at any time. The term of office of board members is three years.     

Retiring directors are eligible for re-election. A director must be an active member of the association. The mandate of director ends in the case of death, resignation and/or expulsion, or by loss of membership.   

Any director may voluntarily resign at any time in writing to the governing body. Such resignation shall take effect immediately unless such resignation has caused the minimum number of directors to fall below the minimum specified in the bylaws. In this case, the governing body must meet to:   

In the first case above, the voluntary resignation of the director concerned takes effect at the time of co-optation, and in the second case above, at the time a replacement director is confirmed by the General Meeting.  

The governing body elects from among its members, for a term equal to the mandate as director:   

The position of president is appointed or reappointed for a period of 3 years at the General Meeting following the year in which the other board positions are appointed or reappointed. Thus, the president’s mandate does not run concurrently with the mandate of the other directors.  

Directors appointed in the interim always complete the term of office. These appointments may be revoked at any time by the governing body, and voluntary resignation in writing to the governing body is also possible.  

The governing body is chaired by the president of the governing body, and in their absence, by a vice-president designated for this purpose by the president, and in the absence of a designation, by a director present and chosen by the directors present and represented on the governing body.   

The governing body shall be convened by the president. The president of the governing body must convene it whenever requested to do so by at least two directors. The governing body can decide only if the majority of its members are present or represented. A director may be represented by another director at meetings of the governing body. A director can represent a maximum of one other director.   

Decisions are taken by a simple majority of votes; in the event of a tie, the vote of the president, or of the person replacing them, shall prevail. Decisions are kept in the form of minutes signed by the president and directors who request them. Abstentions and invalid votes are disregarded.   

When the governing body must take a decision or decide on a transaction within its competence, in which a director has a direct or indirect interest of a patrimonial nature that conflicts with the interest of the association, the director concerned must communicate this to the other directors before the governing body takes a decision.   

The director with a conflict of interest may not participate in the deliberations of the governing body on these decisions or transactions, nor in the relevant vote. If the majority of directors have a conflict of interest, the decision or transaction is submitted to the General Meeting, after which the governing body, upon approval by the General Meeting, may proceed with it.   

The regulation on conflicts of interest does not apply when the decisions of the governing body relate to customary transactions that take place under the conditions and subject to the guarantees normally prevailing in the market for similar transactions.   

In exceptional circumstances, the decisions of the governing body may be taken by unanimous written decision of all the directors, with the exception of any decision excluded in the bylaws. The decisions taken shall be recorded in the minutes of the next meeting. This shall include the reasons supporting the choice of written decision-making.  

The governing body has the most extensive power for the governance of the association. The governing body validly represents the association, through the joint action of the president, along with either the treasurer or one of the vice-presidents.   

Only the acts that by law, or according to these bylaws, belong to the exclusive competence of the General Meeting, are excluded from the competence of the governing body.   

No personal obligations are assumed by the directors as a result of their mandate. Their liability is limited to the fulfilment of their mandate.   

The governing body can only validly deliberate on issues listed on the agenda. 


An executive committee may be established from within the association to act in an advisory capacity to the governing body.   

The operation of this executive committee shall be further regulated in internal regulations.   


The statutory auditors are elected by the General Meeting, which may dismiss them at any time. It decides on their number, which must be at least one, and fixes the term of their mandate, which may not exceed three years.   

Retiring statutory auditors are eligible for re-election.   

The mission of the statutory auditors consists in supervising and checking, without limitation, all the transactions of the association. They may, only on site, consult the books, correspondence, minutes and in general all the documents of the association. They shall examine the inventory, the financial statements and the budget prepared by the governing body. They report to the General Meeting on the result of their assignment.   

The statutory auditors shall act collegially, but each one may individually carry out a desired investigation.


Members are grouped into categories:   

A: Installers  
Companies active in installation, repair or maintenance in one or more parts of the HVACR sector    

B: Distributors, importers & manufacturers   
Distributors, importers & manufacturers of HVACR components and gases.    

C: Special promotions
Any natural or legal person: who has a contact with the sectorally defined groups, such as study offices, professors, educational and/or training institutions, retired members, experts, students, ... (non-exhaustive list) representing products related to the activities of the members.   

D: End users/operators
Companies operating a significant proportion of HVACR installations within their company. End users/operators can only be non-active members and have no voting rights. End users/operators only receive information related to operating obligations, implementation, legislation and standards specifically relevant to them.


a) Corporate fiscal year  

The fiscal year begins on 1 October and ends on 30 September of each year. 

b) Internal regulations  

Further modalities concerning the internal operations, whether or not referred to in the bylaws, are elaborated in internal regulations, established by the governing body. They supplement these bylaws, and are binding on everyone.   

The content of the internal regulations, as well as any amendments, shall be communicated to all members. Where applicable, the latest approved version is available at the registered office of the association.   


c) Dissolution - Liquidation   

In the case that the present association is voluntarily dissolved, the General Meeting deciding on the dissolution shall at the same time determine the conditions for liquidation, appoint the liquidators and determine their powers and remuneration.   

If, for any reason, independent of the will of the members, the present association loses its legal personality, it shall continue to exist among its members as a de facto association with these bylaws.   

Irrespective of the cause of dissolution, the allocation of the net assets shall be determined by the General Meeting, whereby, after discharge of the liabilities, the assets shall be transferred to an association with a purpose similar to that of the dissolved association.   


d) General provisions   

Any dispute regarding the interpretation of these bylaws shall be sovereignly decided by the governing body.   

For all cases not provided for in the present bylaws, the legal provisions concerning non-profit associations (VZW/ASBL) shall apply.   

In agreement with the opposing party, the association undertakes to seek the means to settle, either by conciliation or arbitration, any dispute over the terms and conditions of operation affecting the association.   


Thus adopted on 18 November 2021,   


Jurgen Buckinx   


Jean-Marc Gason