Articles of the society
Amendment of the articles, case number 3475/IFdj
This day, the eighteenth of July two thousand six, there appeared before me, Meester Betto van der Deijl, civil-law notary of Amersfoort: mister Jan AUFDERHEIJDE, residing 3972 KC Driebergen-Rijsenburg, Nijendal 16, born in Apeldoorn at the twenty-eighth of November nineteen hundred forty-seven, who identified himself with his passport, number NJ2933788, married, for the purposes of this matter acting as attorney authorized in writing by the board of the association Federatie van Verenigingen voor Verwarming en Luchtbehandeling in Europa (Federation of European Heating and Air-conditioning Associations "REHVA"), established at Amersfoort, actually established in B-1080 Brussel, Belgie, Boulevard Leopold II 221 entered in the Commercial Register of the Chamber of Commerce and Industry for Gooi- en Eemland under number 40506708 hereinafter also called: the association, authorized to lay down the amendment of the articles by notarial deed by the resolution of the general meeting of the association to be mentioned below. The appearer - acting as mentioned - stated:
- The association was incorporated on the twenty-seventh of September nineteen hundred and sixty-three;
- The articles of the association were last amended (in part) by deed executed on the first of March two thousand before Meester B. van der Deijl, civil-law notary of Amersfoort.
- At the meeting held on the nineteenth of May two thousand six the general meeting of the association resolved to amend the articles; this resolution is evidenced by a copy of the minutes of this meeting attached to this deed. The resolution on amendment of the articles was passed with observance of all the requirements included for the purpose in the present articles:
- the general meeting was called by the board;
- the call was made in writing to the addresses of the members;
- the convening period was at least thirty days, not counting the day of the call and that of the meeting;
- in the convening notice the subjects to be discussed were mentioned;
- the proposal on amendment and the complete text of the proposed amended provisions were included in the agenda of the meeting;
- at least half the number of members entitled to vote were represented at the meeting;
- the resolution was passed by a majority of two thirds (2/3) of the valid votes cast.
Amendment of the articles
The appearer - acting as mentioned - stated that for the performance of the resolution on amendment of the articles the amended articles will read as follows with effect from this day:
Name, seat and duration
- The name of the association will be: Federatie van Verenigingen voor Verwarming en Luchtbehandeling in Europa (Federation of European Heating and Air-conditioning Associations "REHVA").
- The association has its registered office in the Netherlands in the municipality of Amersfoort.
The association, which was formed on the twenty-seventh of September nineteen hundred and sixty-three, has been entered into for an indefinite period.
Object and financial means
- The object of the association shall be:
- to promote internationally the science and practice of heating and air-conditioning and other similar engineering services that relate to the interior climate and industrial processes, (hereinafter also called heating and air conditioning); and
- to develop education in this field.
2. The association is a non-profit organization.
The association tries to reach its object by:
- holding meetings;
- providing information and by publishing magazines, books and other papers;
- organizing international congresses and exhibitions and developing other similar activities alone or with others;
- co-operating with other organizations in the fields of science, culture and education, and
- all other lawful means.
- Members and others
- The association shall have ordinary members (hereinafter also called member or members) in the sense of the law. Besides the association shall have associate organizations and supporters; they are not members in the sense of the law.
- Members of the association may only be organizations, associations or institutions in any country in Europe that according to the board represent heating and air-conditioning engineers and technicians in the relevant country and that are concerned with the science and practice of heating and air-conditioning.
- Associate organizations shall be organizations, associations or institutions in any country to which heating and air conditioning engineers and technicians in the country of establishment are affiliated or in any country to which engineers or technicians in the country of establishment are affiliated who are only indirectly concerned with heating and air conditioning.
- Supporters shall be companies of good repute that pursue the same object as the association.
- The board shall be empowered to admit organizations, associations or institutions as observers to the activities of the association, unless the general meeting objects to this. The board shall determine whether and to what extent the observer owes the association a contribution.
- The organizations, associations or institutions referred to in this article must be able, for the legislation of the relevant country, to accept the membership, the status of associate organization or supporter of the association.
- The general meeting may award badges of honour and decorations.
- The board shall be empowered to institute a committee of decorations, which shall make proposals to the board in respect of the award of badges of honour and decorations in accordance with the rules as laid down in the bye-laws.
Application as a member, associate organization or supporter must be effected in writing (by ordinary mail, fax or electronic mail) to the secretary of the association.
The board shall provide the application with an advice and place this on the agenda of the next general meeting as an item to be discussed, unless that meeting is held within two months after receipt of the application, in which case the application shall be discussed at the next meeting after that.
The general meeting shall be empowered to refer the decision on an application to the next general meeting once.
In this article an "affiliate" shall be: a member, an associate organization and a supporter.
1. The status of an affiliate shall be terminated:
- by dissolution of an affiliate/legal person;
- by notice given by an affiliate to the secretary of the board by registered letter, to be despatched at the latest four months before the end of an association year, in which case the status of affiliate shall end at the end of the current association year;
- by notice given on behalf of the association by a resolution of the general meeting, in which case the status of affiliate shall end on the day when the resolution is passed. This may be done if an affiliate has ceased to fulfil the requirements for being an affiliate imposed by these articles, if it has failed to fulfil its financial obligations to the association for more than one (1) year and also if the association cannot be required in reason to allow the status of affiliate to continue.
- by expulsion by a resolution of the general meeting, in which case the status of affiliate shall end on the day when the resolution is passed. Expulsion may only be pronounced if an affiliate acts contrary to the articles, rules or resolutions of the association or harms the association in an unreasonable manner.
2. If the status of affiliate ends in the course of an association year, the annual contribution shall nevertheless remain due for the whole year.
3. If the status of affiliate ends, all the rights attaching to the status of affiliate shall be lost to the relevant affiliate.
- The association shall be managed by a board consisting of at least four and at most seven natural persons.
- The members of the board shall be elected by the general meeting from the delegates of the members, on the understanding that a member may not have more than one person on the board.
- Simultaneously with the election of the members of the board the general meeting shall elect one reserve member of the board, who shall take the place of the member of the board whose membership of the board ends before the agreed time. The candidate member of the board who received most votes after the candidate elected as member of the board in the last voting round shall be elected as reserve member of the board. The membership of the board of a reserve member of the board who has taken the place of the member of the board who has retired before the agreed time shall end at the next general meeting at which a new member of the board is elected. The reserve member of the board shall receive the reports of the meetings of the board.
- The chairman shall be elected in his capacity; the other positions on the board, namely those of secretary and treasurer, shall be divided by the members of the board by common agreement, in which connection the positions of secretary and treasurer may be held by one person. The board may give each member of the board his own responsibility in specific areas.
- The members of the board shall be appointed for a period of three years and shall afterwards be immediately eligible for re-election twice, which means a total number of nine (9) years. The board shall compose a rotation schedule, in which annual changes of management are anticipated as evenly as possible.
- If a member of the board is elected by the general meeting as chairman, he may fill this position for a maximum period of three (3) consecutive years. The chairman may be a member of the board for a maximum of nine (9) years, including the period as chairman. Therefore a member of the board may only be appointed as chairman if an immediately preceding membership of the board has not been more than six (6) years.
- The method of nomination and the election of the members of the board shall be regulated in more detail in the bye-laws.
- The incoming chairman of the association (called President-elect) shall be elected from the members of the board by the general meeting in the year preceding the year when the period of office of the sitting chairman ends.
- The board can be advised by one or more advisors, among whom the past-president.
- Every member of the board, even if he has been appointed for a specific period of time, can be dismissed or suspended by the general meeting at all times. A suspension that has not been followed within three months by a resolution on dismissal shall end on expiry of that period.
- The membership of the board shall furthermore be terminated:
- by resignation;
- by retirement by virtue of the rotation schedule.
- The board shall be entrusted with managing the association.
- If the number of members of the board has fallen below four, the board shall remain empowered. It shall be obliged, however, to fill the vacancy/vacancies at the next general meeting.
- Provided that it is done with the approval of the general meeting, the board shall not be empowered to conclude agreements to buy, alienate or encumber registered property, to enter into agreements in which the association binds itself as surety or several co-debtor, gives a guarantee for a third party or binds itself as security for a debt of a third party. The absence of this approval may not be relied on by and against third parties.
- On first demand the general meeting must be informed in writing about large contracts and large financial obligations for the association.
- Subject to the provision in the last sentence of paragraph 3 the association shall be represented in and out of court:
- either by the board;
- or by the chairman;
6. The board may grant one or more members of the board or third parties, jointly as well as separately, power of attorney to represent the association within the limits of that power of attorney.
7. Records of the resolutions of the board shall be kept by the secretary; these records shall be available for inspection by all the members.
8. The board shall be empowered to appoint a director, who is internally responsible for the functioning of the secretariat of the association. Periodically and as soon as the board asks for this, the director shall render written accounts to the board.
Annual report and accounts
- The association year shall be the calendar year.
- The board shall be obliged to keep such records of the capital position of the association that its rights and obligations may always be known from them. The treasurer shall monitor the budget, the estimate and the current account and shall report on them to the board regularly.
- Within six months after the end of the association year, bar extension of this period by the general meeting, the board shall present its annual report at the general meeting and render accounts for its management exercised in the past financial year with submission of a balance sheet and a statement of income and expenditure. After expiry of the period every member may claim these accounts from the board at law.
- Annually the general meeting shall appoint from the delegates of the members a committee of at least two persons who may not be members of the board. The committee shall audit the accounts of the management and shall report its findings to the general meeting.
- If the audit of the accounts demands special accounting knowledge, the audit committee may be assisted by an expert. The board shall be obliged to supply the committee with all the information desired by it, to show it the cash and assets if necessary and to allow it to inspect the books and documents of the association.
- The charge of the committee may always be revoked by the general meeting but only by the appointment of another committee.
- The board shall be obliged to keep the documents referred to in the paragraphs 2 and 3 for ten years.
- In the association the general meeting shall have all the powers that have not been entrusted to the board by the law or the articles. The general meeting may authorize the board to institute committees and (other) bodies with special assignments in order to achieve the objects of the association.
- Annually, at the latest six (6) months after the end of the association year a general meeting - the annual meeting - shall be held. At the annual meeting inter alia the following subjects shall be discussed:
- the annual report and the accounts referred to in article 11 with the report of the committee referred to there;
- the programme of activities for the coming year;
- the estimate for the coming year;
- the contribution and admission fees for the (new) members, the associate organizations and contributors;
- approval and election of new members, associate organizations and contributors;
- authorization to the board to institute new committees and steering committees;
- the appointment of the committee mentioned in article 11(4) for the next association year;
- filling vacancies on the board;
- proposals from the board or members announced in the convening notice for the meeting.
3. Approval of the documents described under (a) shall discharge the board from liability for the management in so far as it appears from those documents.
4. Other general meetings shall be held as often as the board deems it desirable.
5. Furthermore the board shall be obliged to convene a general meeting in a period of not more than four (4) weeks following the written request of at least such a number of members as is empowered to cast one tenth (1/10) of the votes. If the request is not complied with within fourteen (14) days, the persons making the request may convene the meeting themselves by making a call in accordance with article 14 and may chair that meeting themselves if necessary.
Admission and right to vote
- Every member may designate at most three (3) delegates to the general meeting. Every associate organization may designate one (1) delegate tot the general meeting. A supporter shall be entitled to attend the general meeting as a listener through one (1) delegate. The chairman of the board (president) may not be a delegate. The board shall be entitled to examine the power of the delegate.
- Only members shall have the right to vote. Every member shall be entitled to cast one (1) vote. Members may be represented at the meeting and in the vote by another member by virtue of a written proxy. Resolutions shall be passed by an ordinary majority of the valid votes cast, unless these articles provide differently. No resolution may be passed if not at least half the total number of members entitled to vote is represented at the meeting. If the votes are tied, the proposal shall be deemed to have been rejected.
- Votes shall be taken orally, unless the meeting resolves on a written vote.
- The chair at the meeting shall be held by the chairman of the board. If he is not present, the meeting shall choose its own chairman.
- The proceedings at the meeting shall be laid down by the secretary of the board in minutes, which shall be discussed at the next general meeting.
- A unanimous resolution of all the members, even if they are not convened at a meeting, shall have the same force as a resolution of the general meeting, provided that it is done with prior knowledge of the board.
- As long as at a general meeting all the members of the board are present or represented, valid resolutions may be passed, provided that it is done unanimously, about all the subjects brought up - so also a proposal on amendment of the articles or on dissolution - even if there has been no call or it has not been made in the prescribed manner or any other prescription about calling and holding meetings or a formality related thereto has not been observed.
- The board may invite guests and other representatives of members, of associate organizations and of contributors to attend the general meeting.
- Calling general meetings
- The general meetings shall be called by the board. The call shall be made in writing to the addresses of the members; The convening period shall be at least thirty days, not counting the day of the call and that of the meeting.
- The convening notice shall state the subjects to be discussed.
- The financial resources of the association shall consist of:
- the contributions and admission fees of the members, the associate organizations and supporters;
- subsidies, donations, inheritances and specific legacies;
- revenues from the publications and other activities of the association; and
- all other lawful resources.
2. The amount of the contribution and admission fees shall be determined by the general meeting and laid down in the bye-laws.
Amendment of the articles and dissolution
- Resolutions on amendment of the articles or on dissolution of the association may only be passed at a general meeting by a majority of at least two thirds (2/3) of the valid votes cast. The proposal on amendment and the complete text of the proposed amended provisions or the proposal on dissolution of the association must be included in the agenda of the meeting.
- An amendment of the articles shall only have effect if it has been laid down in a notarial deed.
- After dissolution of the association the last board in office shall be entrusted with the liquidation, unless the general meeting provides differently. During liquidation the provisions of these articles shall remain in force as much as possible.
- The general meeting resolving on dissolution shall decide about the use of any credit balance after liquidation, on the understanding that the balance must be used for an object that approaches the object of the association as closely as possible.
- The general meeting shall lay down the bye-laws and may lay down, amend and withdraw other rules in connection with subjects that have not been provided for in these articles.
- The provisions of such rules may not be contrary to the provisions of these articles or the law
- The provisions of the articles and of the rules of the association shall be governed by Dutch law.
- In respect of the legal form and the power of representation of the members of the association the national law of the place of establishment shall apply.
The general meeting shall decide in all cases not provided for by these articles or the rules.
END OF DEED
The appearer is known to me, civil-law notary. Whereof an original deed was executed at Amersfoort on the date mentioned at the head of this deed.
The gist of the deed has been stated and explained to the appearer.The appearer stated that he did not want the deed to be read out in full and had received a draft deed in good time before execution and had taken note of the contents of the deed and that the consequences following for the parties from the deed had been pointed out to him. This deed was read out in part and immediately afterwards signed, first by the appearer and subsequently by me, civil-law notary, at fourteen hours and nineteen minutes