Article 1 - Definitions of terms
The terms used in these articles of association are defined below:
- Governing Board:
the management board of the Foundation;
- Executive Committee
the Chair, Secretary and Treasurer of the Governing Board;
- Local Organization:
the legal entity granted the authority to host a World Conference on Research Integrity and that assumes responsibility for planning, funding and executing local arrangements for the Conference;
- In Writing:
by letter, by telecopy, by e-mail or by message which is transmitted via any other current means of communication and which can be received electronically or in the written form, provided that the identity of the sender can be sufficiently established;
the legal entity to which the Articles pertain.
Article 2 - Name and official seat
- The name of the Foundation is: World Conferences on Research Integrity Foundation.
- The Foundation has its official seat in the municipality of Amsterdam.
Article 3 - Objectives
The objectives of the Foundation are:
- to promote the continuation of the World Conferences on Research Integrity (WCRI) on a regular (approximately biennial) schedule
- to ensure organizational continuity between conferences;
- to safeguard the World Conferences on Research Integrity brand and its independence
- to maintain a World Conferences on Research Integrity website;
- to engage into publication or dissemination of guidance or policies agreed to at a World Conference on Research Integrity;
- to engage in any other relevant activities in support of World Conferences on Research Integrity, and to perform all such further acts and activities as are in the widest sense connected therewith, incidental thereto and/or which may be conducive thereto,
The Foundation is a not-for-profit organization
Article 5 - Governing Board
- The foundation will be managed by a Governing Board consisting of at least five (5) and at most nine (9) natural persons, called Governing Board members, With due observance of the preceding provision, the Governing Board will fix the number of Governing Board members and will appoint the Governing Board members from a non binding nomination made by at least two Governing Board members.
- The Governing Board (with the exception of the first Governing Board, the members of which are appointed in office), shall elect out of its body a Chair, a Secretary and a Treasurer, together forming the Executive Committee, Executive Committee appointments will be for a period of two years.
- The Governing Board members shall retire in accordance with a schedule of retirement drawn up by the Governing Board, with observance of a period of office of four years, Governing Board members appointed to interim vacancies shall take the place of their predecessors on the schedule of retirement, Retiring Governing Board members shall be eligible for reappointment once up to a maximum of eight years.
- If one or more vacancies are created on the Governing Board the remaining Governing Board members (or the sole remaining Governing Board member) shall fill it or them within three months after the creation of the vacancy or vacancies.
- Should the Governing Board have one or more vacancies then the remaining Governing Board members or the sole remaining Governing Board member shall nevertheless remain a lawful Governing Board.
- If there is any disagreement among the remaining Governing Board members about the appointment and also if at any time all the Governing Board members should be lacking before the vacancy/vacancies created has/have been filled and furthermore if the remaining Governing Board members should fail to fill the vacancy/vacancies within the period mentioned in paragraph 4 of this article they shall be filled by the court on request of any interested party or on demand of the public prosecutor's office.
- No remuneration can be granted to the Governing Board members for service on the Board Board members can be reimbursed for travel expenses to attend Board Meetings and Conferences on presentation of the necessary proof.
Article 6 - Meetings of the Governing Board and the Executive Committee and resolutions of the Governing Board and the Executive Committee
- The meetings of the Governing Board shall be held from time to time to be determined and designated by the Executive Committee.
One meeting shall be held at least every year.
Furthermore, meetings shall be held whenever the Chair deems the holding thereof desirable or if at least three of the other Governing Board members make a request in Writing to that effect to the Chair, at the same time specifying the items of business to be discussed and considered at such a meeting Should the Chair fail to comply with such a request in a way that the meeting can be held within three weeks of receipt the said request, the applicants shall be entitled to convene a meeting themselves, with due observance of the formalities required.
If so decided by the Executive Committee, every Governing Board member may participate in, vote at and address the Meeting of the Governing Board, either in person or through a proxy duly appointed in writing, by using an electronic means of communication, on such conditions as the Executive Committee shall set.
For the purposes as provided in the preceding sentence, the electronic means of communication must allow the identity of the Governing Board members to be established and must enable them to follow the proceedings at the meeting in real time and to exercise their voting rights.
- The Executive Committee will convene at least two meetings each year at the places from time to time to be determined and designated by the Executive Committee Meetings of the Executive Committee furthermore shall be held whenever a member of the Executive Committee makes a request In Writing to that effect to the Chair, at the same time specifying the items of business to be discussed and considered at such a meeting.
The provisions provided in paragraph 1 regarding electronic meetings shall apply mutatis mutandis to meetings of the Executive Committee.
- At least fourteen (14) days' previous notice of any meeting of the Governing Board or Executive Committee shall be given by the Chair In Writing subject to and with due observance of the provisions laid down in paragraph 1 or paragraph 2 of this article -, excluding the day on which notice of meeting is given and the day designated for the meeting.
- The convening notices shall – in addition to place (if not held electronically), date and hour of the meeting - state and specify the items of business to be discussed and considered thereat.
- If the regulations and requirements given and made by the statutes for the convening and holding of meetings have not been duly observed and complied with, valid resolutions may nevertheless be tabled and passed at a meeting of the Governing Board or the Executive Committee on all items of business that are brought up for discussion thereat, provided always that at the meeting concerned all the members are present and provided that the resolutions in question are taken by an unanimous vote.
- The meetings shall be presided over by the Chair of the Governing Board; if the latter is absent, the meeting itself shall designate its Chair.
- Minutes of the business transacted at the meetings shall be taken by the Secretary or by one of the other persons present to be invited and designated for that purpose by the Chair of the meeting.
The minutes shall be confirmed at the next meeting and shall in witness thereof be signed by the Chair and the Secretary of that meeting.
- The Governing Board respectively the Executive Committee may pass valid resolutions at the meeting only if the majority of its members from time to time is present or represented at the meeting.
A Governing Board member or Executive Committee member may cause him/herself to be represented at the meeting by a fellow Governing Board member or Executive Committee member upon production of a notification In Writing, which is in a form being satisfactory to the Chair of the meeting. In this connection a Governing Board member or Executive Committee member can act as proxy for only one fellow Governing Board member or Executive Committee member.
- The Governing Board or the Executive Committee may pass resolutions without holding a meeting, provided that all the Governing Board members or the Executive Committee members have cast their votes In Writing.
The provisions in the preceding sentence also apply to resolutions to amend the statutes or to dissolve the Foundation.
For decision making without holding a meeting the same majorities apply as for decision making in a meeting.
A report of a resolution passed without holding a meeting shall be drawn up by the Secretary, upon adding the votes cast, which report shall be added to the minutes after it has been countersigned by the Chair.
- Each Governing Board member or each Executive Committee member shall be entitled to cast one vote. To the extent that the statutes prescribe no larger majority, all resolutions of the Governing Board or Executive Committee shall be passed by absolute majority of the valid votes cast.
If the votes are tied, the Chair will have a casting vote.
- All votes at the meeting shall be oral, unless the Chair deems a vote by ballot desirable or one of the persons present at the meeting and entitled to vote so demands a ballot before the vote is taken.
Votes by ballot shall be taken by means of unsigned, folded ballot-papers.
- Blank votes shall be regarded as not having been cast.
- In all disputes about votes not provided for in and by the statutes the Chair shall have the final decision.
Article 7 - Powers of the Governing Board
- The Governing Board shall be vested with the conduct and management of the business and the affairs of the Foundation, including the power to enter into an agreement with a Local Organization established by another legal entity to host a World Conference on Research Integrity.
- The powers and duties of the Governing Board and the Executive Committee will further be regulated in the bylaws.
- The Governing Board shall not have the power to resolve that the Foundation enters into agreements for the acquisition, alienation, encumbrance and disposal of registered real estate.
- The Governing Board shall not have the power to resolve that the Foundation enters into agreements, under and in pursuance of which the Foundation binds itself as surety or severally liable co-debtor, to answer for a third party/person or to give security for binding itself for a debt of another party or person. In particular, the Board shall not enter into agreements that hold the Foundation liable, corporately or severally, for the financial and lor logistical organizational consequences arising from the actions of a Local Organization hosting a World Conference on Research Integrity
Article 8 - Representation
- The Foundation shall be represented by the Governing Board, in so far as not otherwise provided for by law.
Furthermore, the Foundation may be represented by two members of the Executive Committee acting jointly.
- The Governing Board may grant to and confer upon other persons powers of attorney for the representation of the Foundation at law and otherwise within the limits defined in those powers of attorney.
Article 9 - Termination of membership of the Governing Board
Membership of the Governing Board shall terminate by;
- the death of a Governing Board member;
- loss of the right to dispose of his/her assets;
- written resignation;
- dismissal by virtue of article 2:298 of the Dutch Civil Code;
- a resolution of the other Governing Board members passed unanimously;
- retirement by rotation.
Article 10 - Financial year and annual accounts
- The financial year of the Foundation shall coincide with the calendar year.
- As at the end of each financial year the Treasurer shall draw up a balance sheet and a statement of income and expenditure for the previous financial year, such annual accounts to be submitted to the Governing Board, within six months from the end of the previous financial year.
- Annually, the Governing Board will appoint a committee of at least two persons out of the prominent participants of a recent World Conference on Research Integrity, who shall not be members of the Governing Board. The committee will audit the documents referred to in paragraph 2 and will report its findings to the Governing Board.
- The annual accounts shall be confirmed by the Governing Board.
Confirmation of the annual accounts by the Governing Board shall constitute a discharge to the Treasurer of his/her duties in relation to the administration and management conducted by him/her.
Article 11 - Committees and Sub-Committees
The Governing Board may institute one or more committees or sub-committees, whose tasks and powers shall then be laid down in bylaws.
Article 12 - Codes of rules
- The Governing Board shall have the power and authority to lay down and confirm one or more code(s) of rules, among which the bylaws, in which those matters are regulated to the extent that these have not been provided for by and in the statutes.
- Such codes of rules may not conflict with the law or the statutes.
- The Governing Board shall at all times be empowered to alter or cancel the codes of rules.
- The provisions laid down in paragraphs 1 and 2 of article 13 hereof shall apply correspondingly to the confirmation, laying-down, alteration and cancellation of the codes of rules.
Article 13 - Amendment to the statutes
- The Governing Board shall be empowered to amend the statutes.
A resolution to that effect must be passed by unanimous votes of all Governing Board Members except one, cast at a meeting, at which all the Governing Board members are present or represented.
- If at a meeting, at which a proposal as referred to in paragraph 1 of this article has been brought up for discussion, not all of the Governing Board members are present or represented, then a second meeting of the Governing Board shall be convened, to be held not earlier than seven days but not later than twenty-one days after the first meeting, at which such a resolution must only be passed by unanimous votes of all Governing Board Members except one, and provided always that at least a majority of the Governing Board members from time to time is present or represented.
- Each Governing Board member shall be empowered to expedite execution of the notarial deed embodying the amendment to the statutes.
Article 14 - Dissolution and winding-up
- The Governing Board shall have power and authority to dissolve the Foundation The provisions laid down in paragraphs 1 and 2 of Article 13 hereof shall apply correspondingly to a resolution tabled to that effect.
- After its dissolution the Foundation shall continue in existence, in so far as such continuation is necessary for the liquidation and winding-up of its funds and means.
- The liquidation and winding-up proceedings shall be effected by the Governing Board.
- The liquidators shall take due care to see that an entry of the Foundation's dissolution is made in the register referred to in article 2:289 of the Dutch Civil Code.
- During the winding-up proceedings the provisions of the statutes shall as far as possible continue in force.
- A positive liquidation balance of the dissolved Foundation shall be spent for the benefit of an organization with ANBI status (Public Benefit Organisation) with similar objects as the objects of the Foundation or for the benefit of a foreign organization which exclusively or almost exclusively intends the public utility and which has similar objects as the objects of the Foundation.
- After completion of the winding-up proceedings the books of account, records, vouchers and other data carriers of the dissolved Foundation shall during the period of seven years remain in the custody of the youngest liquidator.
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