Statutes of Vereniging Wikimedia Nederland

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Original (Dutch) version
This is a translation of the Statutes of the Vereniging Wikimedia Nederland.
Please put your questions/remarks on the talk page. This translation is provided for references purposes. Only the original Dutch version is legally binding.

By-laws VWN - Statutes/By-laws FAQ - Survey of all pages related to statutes and/or by-laws

Disclaimer

This is a translation of the original Dutch text of the Statutes and By-laws. Every effort has been made to render this translation as faithful as possible to the original text. However, in the case of any dispute about the interpretation of these documents, the original Dutch text shall prevail.

Terminology

Throughout this and related documents the following terminology is applied.

Foundation This is meant to be a non-profit, non-membership organisation. Equivalents: nl: Stichting, de: Stiftung, fr: Fondation.
Association (noun) This is meant to be a non profit membership organisation. Equivalents: nl: Vereniging, de: Verein, fr: Association.
For a more extensive explanation of the differences between the Dutch "stichting" (roughly: Foundation) and "vereniging" (roughly: "Association"), see Similarities/differences Foundation/Association (scroll down to see the English translation).
 
Statutes Officially attested and legally binding document setting out the rules of an organisation. According to Dutch legislation, Statutes must be registered with the Chamber of Commerce ("Kamer van Koophandel"). Prior to this, the Articles need to be attested by a notary public. Statutes are public by rule of law, and may on payment of a fee be consulted by anybody at the Kamer van Koophandel.
By-laws Supplementary rules, which should be read in conjunction with the Statutes. These regulations do not require any (public) registration or attestation by a notary. As a rule, they are used to address a number of practical issues and/or issues that may vary in the course of time.


Translation

STATUTES OF AN ASSOCIATION

Denomination and domicile

Article 1
1. The association is denominated: Vereniging Wikimedia Nederland.
2. The association has its seat at Eindhoven.


Objectives

Article 2
The objective of the association is:
1. To promote the acquisition and release of free and/or free accessible information in any manner, thereby using, but not limited to, the internet to store and keep this information;
2. The association shall attempt the realisation of its objectives by, among other means, supporting the objectives formulated by the Wikimedia Foundation Inc., with seat in San Francisco, California, USA, and by any legal means.
3. The association neither has any powers, nor assumes any responsibility, regarding the information as meant by article 2.1.a., neither regarding the content thereof, nor regarding the way this content is being acquired and processed.
4. The association will not keep more assets than is necessary for safeguarding the continuity of foreseen activities to further its goals.

Duration

Article 3
The association has been established for an indefinite period of time.

Membership

Article 4
1. The association has members.
2. Members are persons who have applied for membership and which membership has been acknowledged by the board, which acknowledgement shall explicitly be stated.
In the case the board refuses the application, the general assembly may decide otherwise.
3. The membership is personal and cannot be transferred, nor obtained by succession.
Article 5
1. The membership shall be terminated if any of the following conditions exist:
  a. the member dies;
  b. resignation by the member;
  c. termination by the association;
  d. the member is removed from membership.
2. Resignation from membership by a member is only possible by the end of the financial year. Such resignation shall be effected in writing, taking into account a 4 week's notice.
If such notice has not been taken into account, the membership will continue until the end of the subsequent fiscal year.

The membership terminates immediately:

  a. if there are conditions by which continuation cannot reasonably be demanded from the member;
  b. within a month after the moment a member became aware or has been given notice that the rights of the member have been constrained or the member duties have been increased;
  c. within a month after a member has been given notice on a decision to convert the association into another type of legal entity or to merge.
3. Termination of the membership by the board on behalf of the association is possible by the end of the financial year:
  - if a member, after repeatedly having been reminded of such, has not fully met his financial obligations towards the association;
  - if a member has ceased to meet the conditions that at that moment are required by the statutes of the association.
  The term of termination is 4 weeks.
If the notice for such termination has not been given timely, the membership continues until the end of the subsequent fiscal year.
However, in those cases where the association cannot reasonably be expected to continue the membership, immediate termination of the membership is possible.
The member will be notified in writing of the termination and the reasons for termination.
4. Immediate removal from membership can only be effected if a member violates the statutes and/or by-laws of or decisions by the association, or if the member damages the association's interest in an unreasonable manner.

Such removal is decided on by the board, giving notice of such as soon as possible including the reasons. The member affected by such decision, may appeal to the general assembly.
During the term of appeal and failing a decision on the appeal, the member remains suspended. A suspended member has no right to vote.

5. In case the membership terminates before the end of the fiscal year, the annual membership fee shall remain indebted, unless the board decides otherwise.


Donors

Article 6
1. Donors are those accepted by the board as such. The board may terminate any donorship by written notice.
2. Donors are obliged to an annual fee, of which the minimum amount is to be decided by the general assembly.
3. Donors may attend the general assembly, where they are entitled to speak. However, donors do not have the right to vote in a general assembly.


Membership fees

Article 7
Each member is indebted an annual membership fee, the amount of which, possibly per membership category, is to be decided by the general assembly.


Board

Article 8
1. The board of the foundation/association shall at least consist of three members, who appoint from among themselves a chairman, secretary and treasurer. A board member can be appointed to more than one of the functions aforementioned.
2. Except for the first board, of which the members are appointed by function, the board members shall be appointed by the general assembly and shall be members of the association.
Observing Article 8.1, the number of board members is decided upon by the general assembly.
3. Board members can be suspended or dismissed by the general assembly at any time, stating the reasons for this, and provided this is supported by a two third majority vote, blanks and abstentions not taken into account.
4. A suspension automatically terminates when the general assembly has not decided upon a dismissal within three months. A suspended board member shall be entitled to defend himself at the general assembly and may call in the support of an attorney or similar person.
5. The term of any appointed board member amounts three years, where a year is defined as the period between two consecutive annual general assemblies. Appointed members resign according to a roster to be maintained by the board. A resigning board member may be re-appointed immediately.
6. In case the number of board members has dropped below the minimum referred to in article 8.1, the board keeps all of its assigned authorities. In such cases, the board shall convoke a meeting of the general assembly as soon as possible, with the vacancy(ies) being on the agenda.
7. Articles 11 up to and including 14 are as much as possible applicable to meetings of and decisions by the board.
8. a. Employees of the association, whether directly or indirectly employed, cannot be a member of the board.
  b. The members of the board, as such, do not receive any compensation, neither directly nor indirectly;
  c. A reasonable reimbursement for costs made for the association - as determined by the board - or reasonable attendance fee is not considered compensation;
  d. All reimbursement paid to board members, whether directly or indirectly, will be reported as such and explained in the yearly report of the association;
Article 9
1. The board manages the association.
2. A decision to enter an agreement regarding registered goods, either concerning the acquisition, divestment or bail thereof, as well as a decision to enter an agreement by which the association is committing itself as bail, obligor either directly or indirectly, or provider of security for a debt by a third party, is only allowed after prior agreement of the general assembly.
Article 10
1. The board represents the association.
2. The authority to represent the association is also attributed to two jointly acting members of the board.

General Assembly

Article 11
General assemblies will be held in The Netherlands at a location determined in the convocation to the assembly.
Article 12
1. The general assembly may be attended by members who are not suspended, donors, as well as anybody who has been invited either by the board or by the general assembly.
A suspended member, however, is granted admittance to a general assembly which will discuss his/her suspension. He/she is allowed to speak on the subject matter.
2. Any member, except a suspended member, has one vote at the general assembly. Each member can authorize another member to vote on behalf of the first mentioned member. A member can hold at most two votes on behalf of another member (excluding his own vote).
3. A unanimous decision by all members eligible to vote, even when not decided upon during a general assembly, provided the board has been acknowledged thereof beforehand, is similarly valid as if the decision had been taken by the general assembly. Such a decision can also be taken via a written procedure.
4. The chair decides upon the manner of voting during the meeting.
5. Provided the statutes or by-laws do not define otherwise, all decisions shall be taken by absolute majority of the votes expressed, excluding blank votes and/or abstentions. In the case of equal votes and if the voting concerns a subject matter, the proposal will be regarded as voted down. In the case the voting concerns people, a draw will be decisive. If the voting on persons for an election between more than two persons has not delivered an absolute majority vote for one of the candidates, a re-election between the two candidates with most votes will follow, if needed following an intermediate voting procedure.
Article 13
1. The general assembly is chaired by the chair of the board. If the chair is not present, one of the other board members, appointed as such by the general assembly, will chair.
If none of the board members are present, the general assembly decides on the chair.
2. The chair of the meeting judges the result of the voting, which judgement is decisive.
The same applies to the meaning of a decision just taken, as far as the voting has not been based on a written proposal.
However, when such judgement is disputed immediately after the judgement has been expressed and if a majority of the members requests so, or when the initial voting was not by call or in writing and if one member requests so, the voting will be redone.
Such new voting voids any legal consequences of the original voting.
3. Minutes are drawn up by the secretary. If the secretary is not present, the minutes will be drawn up by a person appointed by the chair of the meeting.

Minutes shall be agreed by the same or the subsequent general assembly meeting and will be signed by the chair of that meeting and the secretary.

Article 14
1. The financial year of the association coincides with the calendar year.
At least one general assembly will be held annually, taking place within 6 months after the end of the financial year, provided the general assembly has not extended this period. During this general assembly the board shall report on the general affairs of the association and the policy applied. The balance sheet and survey of accounts received and paid, including any elaboration, will be presented for approval by the general assembly.
These documents will be signed by the board members. Failing the signature of one or more, this will be reported including the reason thereof.
2. If no statement by a registered auditor as referred to in Art 2:393 paragraph 1 of the Burgerlijk Wetboek (Civil Code) is provided regarding the fairness of representation of the aforementioned documents, the general assembly shall appoint a committee consisting of at least two members, not being a board member.
3. The board shall provide all information required by this committee for its inquiry, and if requested so, shall show the books and ledgers and all other relevant documents.
4. The committee investigates the documents referred to in paragraphs 1 and 3.
5. If the committee judges that the investigations require dedicated financial expert knowledge, such expert knowledge may be called in at the expense of the association. The committee reports to the general assembly.
Article 15
1. General assembly meetings will be convoked by the board as often as it judges this necessary or as is required by law.
2. A general assembly will be convoked if at least one tenth of the members entitled to vote request so in writing. In such a case, the board shall convoke a general assembly to be held within 4 weeks.
If such request for convocation has not been honored within fourteen days, the petitioners may convoke a general assembly themselves as further defined in paragraph 3 or by means of an advertisement placed in at least one newspaper that is generally read in the place where the association has been established. In that case the petitioners may assign the chair as well as the drawing up of minutes of that meeting to any member, including non-board members.
3. The convocation of the general assembly shall be addressed in writing to all members having voting rights with at least seven days notice. The convocation shall include the agenda.


Modification of statutes

Article 16
1. Modification of the statutes is only possible by a decision of the general assembly. The meeting shall explicitly state the proposal of modification on the agenda.
2. After modification of the statutes, the assets and income of the association shall remain to be applied solely towards the promotion of charitable purposes as defined in art. 6.33 paragraph 1 sub b of the Wet op de Inkomstenbelasting (Dutch Income Tax Act).
3. The literal phrasing of the modification shall be displayed to the members at an appropriate place for a period commencing at least five days prior to the general assembly meeting until the end of the day on which the meeting was held.
4. A modification of the statutes requires a decision by two third majority vote by a meeting of the general assembly, blank votes and abstentions not taken into account.
5. Modifications of the statutes will not take effect until they have been registered by a notary public.
Every board member is entitled to perform such registration.
6. The stipulations of this article, paragraphs 1 and 3 are not applicable if a meeting of the general assembly is attended by all members with voting rights, either in person or represented, provided the decision for modification is taken by general vote.
7. The board members shall ensure that any modification is registered with the Chamber of Commerce.


Termination and settlement

Article 17
1. The stipulations of article 16 paragraphs 1, 3, 4 and 6 are applicable to a decision by the general assembly to merge or disband the association as well.
2. In the case of disbandment, the general assembly shall decide upon the beneficiary of any financial balance, which shall be as much as possible be in accordance with the objectives of the association. Any credit balance must be applied by the board towards a charitable institution as defined in article 6.33 paragraph 1 sub of the Wet op de Inkomstenbelasting (Dutch Income Tax Act) or towards any other charitable purpose.
3. The settlement shall be carried out by the board.
4. After disbandment, the association will continue to exist as long as this is necessary for the settlement. During the settlement, the articles of the statutes remain effective to the extent as turns out to be possible.
All documents and announcements issued by the association, shall have the phrase "in liquidatie" ('in liquidation') suffixed to its name.
5. The settlement is completed when there are no financial assets known anymore to the settlor.
6. Books and other official documents of the dissolved association must be kept in custody during a period of ten years after the completion of the settlement. The person having this obligation is to be appointed by the settlor.


By-laws (huishoudelijk reglement)

Article 18
1. The general assembly may establish or change one or more by-laws, by whichmatters are regulated which are not or not entirely covered by these statutes.
2. Such by-laws may not contain any stipulation which violates the law or these statutes.
3. Article 16 paragraphs 1, 3 and 6 are applicable to any decision to establish or change the by-laws.


Concluding remark

Article 19
All authorities that are not assigned to other bodies according to the law or these statutes, are the competence of the general assembly.