Articles of Association | Sleddogs Sport Club Netherlands

Continuous text of the statutes of the association Sledehonden Sport Club Nederland as they read after amendment of the statutes by deed, executed on February 20, 2001 for Mr. A. Endendijk, civil-law notary in Vriezenveen

Name and seat

Article 1

The association bears the name: “Sledehonden Sport Club Nederland”, also referred to as “SSC-NL” for shortening. Its seat is in the municipality of Enschede.

Duration

Article 2

1. The association was established today and it has been entered into for an indefinite period of time.

2. The association year runs from April 1 to March 31 of the following year.

Goal

Article 3

1. The association aims to promote sled dog sport in the broad sense of the word.

2. It tries to achieve its goal by, among other things:

a. to provide its members with the knowledge and information necessary to practice the sled dog sport in a responsible manner;

b. to offer its members the opportunity to practice sport freely and under their own responsibility;

c. to maintain functional contacts with persons and organizations at home and abroad;

d. to closely monitor international developments in the sled dog sport and to inform its members about this;

e. to influence the development of the sled dog sport through affiliation with international organizations;

f. if possible, organize competitions;

g. to ensure compliance with the rules of conduct prescribed by the association that are binding on its members when practicing sled dog sport.

Membership

Article 4

1. The association has ordinary members, family members and prospective members. Ordinary members are on the one hand those who were already ordinary members of the association before the inclusion of this sentence in these articles of association, as well as those who have been admitted as members in the manner determined in the following article and on the other hand titular members, i.e. those who otherwise have become an ordinary member of the association, especially to meet the requirement of Article 13, first paragraph, second sentence. Anyone who is not yet an ordinary member of the association, but who has been nominated as a board member in accordance with Article 13, second paragraph of the articles of association, will thus become a titular member. 1

2. Ordinary members of the association can be natural persons who have reached the age of sixteen.

3. Family members of the association can be natural persons belonging to the family of ordinary members or prospective members who have reached the age of sixteen.

4. Prospective members of the association can be: - natural persons who have not yet reached the age of sixteen; - natural persons who have registered as such.

5. The board keeps a register in which the names and addresses of all ordinary members, family members and prospective members are included.

Registration and admission

Article 5

1. Candidate members and family members report to the secretariat of the board. The application is made by means of a standard application form. This states: name, first names, date and year of birth, address, place of residence and the nature of the desired membership. It is also confirmed by signing that the applicant endorses the objectives of the association. The application will be published in the documents of the next General Members' Meeting (hereinafter referred to as: GMM). Every regular member has the right to object to the registration within fourteen days of publication.

2. The board decides on admission and announces this in the GMM

3. In the event of non-admission, the GMM can still decide to admit it, but with a majority of at least two-thirds of the valid votes cast.

4. Prospective members can acquire regular membership after having been a prospective member for at least one year, provided that they have completed at least three sled races within the last ended competition season, of which at least two competitions are "Esdra regulated".

5. In special cases, the board can make proposals to grant ordinary membership to persons, without the conditions under 4. being met. The GMM decides on this with a majority of at least two-thirds of the valid votes cast.

End of membership

Article 6

1. Membership ends:

a. due to the death of the member;

b. by cancellation by the member;

c. by cancellation by the association, due to failure to meet the payment obligation set out in Article 7 paragraph 2;

d. by cancellation by the association, due to the cessation of the member concerned with the membership requirements set out in these articles of association, when the association can no longer reasonably be expected to continue the membership or, exclusively for titular members, due to the end of the board membership of the relevant titular member, or if the relevant titular member was not appointed in the general meeting at which the titular member was nominated as a board member in accordance with Article 13, second paragraph of the articles of association.

2nd. By dismay.

This can only be pronounced if a member acts in violation of the articles of association, regulations or decisions, or if the association is unfairly prejudiced.

2. Termination on behalf of the association is made in writing by the board.

3. Termination of membership by the member or on behalf of the association can only take place towards the end of the association year and with due observance of a notice period of four weeks. However, the membership can be terminated immediately if the association or the member cannot reasonably be expected to continue the membership.

4. A cancellation in violation of the provisions of the previous paragraph will terminate the membership at the earliest permitted time following the date on which cancellation was made.

5. Expired.

6. Expulsion from membership will be effected by the board. The member will be notified of this decision in writing as soon as possible, stating the reasons. During the appeal period and pending the appeal, the member is suspended.

7. Of a decision to terminate membership on behalf of the association on the grounds that the association cannot reasonably be expected to allow the membership to continue and of the decision to expel from membership, the person concerned will be notified within one month of the date of receipt of the notification of the decision appeal to the GMM with a majority of at least two-thirds of the valid votes cast.

Annual contribution

Article 7

1. The ordinary members, family and prospective members are obliged to pay an annual contribution, which will be determined by the GMM.

2. Every contribution must be paid at the start of the association year, but no later than before the start of the GMM

General meeting

Article 8

1. The GMM in the association is entitled to all powers that are not assigned to the board by law or in the articles of association.

2. Every year, no later than two months after the end of the association year, an ALV - the annual meeting - is held. The following items will be discussed at the annual meeting:

a. the minutes of the last AGM held;

b. the annual report and the account and accountability as referred to in Article 16, together with the report of the audit committee referred to therein;

c. the appointment of the audit committee for the following association year;

d. the election of the chairman of the board;

e. the election of the other board members;

f. the adoption of the budget;

g. the determination of the contribution;

h. the proposals of the board or the members, announced at the convocation of the meeting.

3. Other GMMs are held as often as the board deems desirable. The date, time and place of an ALV must be notified to the members at least thirty days before the ALV takes place.

4. Furthermore, at the written request of at least such a number of members as is authorized to cast one-tenth of the votes, the board is obliged to convene an AGM, the date of which must be set at a term not exceeding four weeks after the date of this request. If, within fourteen days of the date of this request, this request is not complied with by means of a convocation by the board, the applicants themselves may convene the meeting by convocation in accordance with the provisions of Article 12, or by means of an advertisement in at least one location, where the association has its seat, widely read daily or weekly newspaper.

Access and voting rights

Article 9

1. All ordinary members, prospective members and family members have access to the GMM. Ordinary members, prospective members, family members and board members who are suspended have no access, except in the case referred to in Article 6, paragraph 7 of these articles of association.

2. The board decides on the admission of persons other than those referred to in Article 9 paragraph 1.

3. Every ordinary member of the association, who is not suspended, has one vote.

4. Candidate members and family members do not have the right to vote.

Presidency and minutes

Article 10

1. The GMMs are led by the president of the association or his deputy. If the chairman and his deputy are absent, one of the other board members, to be designated by the board, will act as chairman. If the chairmanship is not provided in this way either, the meeting itself will provide it.

2. Minutes shall be drawn up by the secretary, or another person designated by the chairman for that purpose, of the business transacted in each meeting, which shall be adopted and signed by the chairman and secretary. Those who convene the meeting can have a notarial record of the transactions drawn up. The contents of the minutes or the official report shall be brought to the attention of the members.

Decision-making of the general meeting

Article 11

1. The opinion of the chairman pronounced at the GMM that a decision has been taken by the meeting, is decisive. The same applies to the content of a decision taken, insofar as a vote was taken on a proposal not laid down in writing.

2. Insofar as the articles of association or the law do not provide otherwise, all resolutions of the GMM are passed by an absolute majority of the valid votes cast.

3. Blank votes are considered not to have been cast.

4. Voting on persons is done in writing and on matters orally. If no one obtains a required majority in voting on persons, the two persons who obtained the most votes in the first ballot without being elected will be voted on again. If several persons receive an equal number of 4 votes and they subsequently qualify for a second ballot in accordance with the previous paragraph, an interim vote will be held about them.

5. In the event of a tie on matters, the proposal, whether amended or not, is put to the vote one more time. If the votes are again tied, the proposal is withdrawn. The proposal in question can be presented again at a next GMM, which must be convened for this purpose within a period of three months, if in the opinion of the chairman at least the importance of the challenged proposal necessitates this.

6. Written voting takes place by unsigned, closed ballots.

7. A unanimous decision of all ordinary members, even if they are not in a meeting, has the same force as a decision of the GMM, provided it is adopted on a proposal from the board.

Convocation GMM

Article 12

The general meetings are convened by the board as often as it deems necessary. The convocation is made in writing to the addresses of the members according to the register of members referred to in Article 4 paragraph 5. The term for the convocation is at least thirty days. The topics to be discussed shall be stated in the convocation, without prejudice to the provisions of Article 17.

Management

Article 13

1. The board consists of at least five persons, who are appointed by the GMM. The appointment is made from the ordinary members.

2. Board members are appointed in one or more binding nominations, subject to the provisions of paragraph 3 of this article. Both the board and at least three ordinary members of the association are authorized to draw up such a nomination. The nomination of the board is announced with the notice convening the meeting. A nomination by three or more ordinary members must be submitted in writing to the board before the start of the meeting.

3. Each nomination can be removed from the binding nature by a decision of the GMM passed with at least two-thirds of the valid votes cast, taken at the annual meeting in which at least two-thirds of the members are represented.

4. If no nomination has been drawn up, or if the GMM decides in accordance with the provisions of paragraph 3 of this article to remove the binding nature of the nominations made, the GMM is free in its choice.

5. If there is more than one binding nomination, the appointment will be made from those nominations.

End of board membership - Periodic membership - Suspension

Article 14

1. Any board member, even if he has been appointed for a certain period of time, can be dismissed or suspended by the GMM at any time. A suspension as a board member, which is not followed within three months by a decision to resign from that position, ends when that term has expired.

2. Each board member will resign no later than three years after his appointment, in accordance with a retirement schedule to be determined by internal regulations. The retiring officer is only eligible for re-election once; after which he may not hold a position within the board of the association for at least one year. Anyone appointed to an interim vacancy takes the place of his predecessor on the roster.

3. The board membership also ends: a. by the termination of the membership of the association; b. by giving thanks.

Board positions - Board decision-making

Article 15

1. The chairman is elected by the GMM, the other board positions are divided by the elected parties in mutual consultation. The board may appoint a replacement for each of them from among its members.

2. The chairman, secretary and treasurer form the daily board.

3. The secretary or his deputy shall draw up minutes of the business transacted in each board meeting, which shall be adopted and signed by the chairman or his deputy and the secretary or his deputy. Contrary to the provisions of the Act in this regard, the opinion of the chairman or his deputy regarding the formation and content of a board decision is not binding.

4. Further rules regarding the meeting of and the decision-making by the board may be given in bylaws.

Board task - Representation

Article 16

1. Subject to the restrictions according to the articles of association, the board is charged with the management of the association.

2. If the number of board members has fallen below five, the board remains authorized to represent and manage the association, provided there are at least three board members left. The board is obliged to nominate new board members as board members at the next general meeting after the vacancy has arisen, in accordance with article 13, second paragraph of the articles of association, even if there are fewer than three board members left. In the event that fewer than three board members are left, the board is obliged to convene that general meeting of members as soon as possible in accordance with article 12 of the articles of association, on the understanding that the term for the convocation in that case is at least one week. In that case, however, the management of the association is entrusted to the general meeting of members with regard to all other acts.

3. The board is authorized under its responsibility to have certain parts of its duties performed by committees, which are appointed by the board.

4. Provided with the approval of the GMM, the board is authorized to conclude agreements to purchase, alienate or encumber registered property, to conclude agreements in which the association commits itself as surety or joint and several debtor, makes a case for a third party or undertakes to provide security for a debt for a third party. The lack of this approval can be invoked by and against third parties.

5. The board also requires the approval of the GMM for decisions to:

6 a. without prejudice to the provisions of article 16, paragraph 1, sub a. entering into legal acts and making investments, insofar as these lie outside the already approved budget of the current association year.

b. 1. entering into agreements whereby a bank credit is granted to the association;

2. lending money, as well as borrowing money, which does not include making use of a bank credit granted to the association;

3. entering into settlements;

4. taking legal action, including conducting arbitral proceedings, but with the exception of taking precautionary measures and taking those legal measures that cannot be postponed. The absence of this approval cannot be invoked by and against third parties.

6. The board is authorized to:

a. renting, leasing or otherwise acquiring and giving use or enjoyment of immovable property;

b. concluding and amending employment contracts.

7. Without prejudice to the provisions of the last sentence of article 15 paragraph 4, the association is represented in and out of court by the board as well as by the chairman together with the secretary, or their deputies.

8. The board is authorized to acquire or have acquired, in order to use it to achieve the objective of the association.

Annual report - account and accountability

Article 17

1. The association year runs from April 1 to March 31 of the following year.

2. The board is obliged to keep such notes of the financial situation of the association that its rights and obligations can be known from them at all times.

3. The board will publish its annual report at an annual meeting within two months after the end of the association year, unless this term is extended by the GMM, and submit an account and account for its board conducted in the past association year. After the term has expired, each member can claim this account and justification in court from the board.

4. The GMM annually appoints a committee of at least two persons from the ordinary members, candidate members and family members, who may not be part of the board. The committee investigates the accounts and accountability of the board and reports its findings to the GMM.

5. If the investigation of the board's accounts and accounts requires special accounting knowledge, the investigation committee may be assisted by an expert. The board is obliged to provide the committee with all the information it desires, to show it the cash register and the values if desired, and to allow it to inspect the books and records of the association.

6. The mandate of the committee can be revoked at any time by the GMM, but only by appointing another committee. 7 7. The board is obliged to keep the documents referred to in article 17 paragraph 2 and article 17 paragraph 3 for ten years.

Amendment of the Articles of Association

Article 18

1. The articles of association of the association cannot be changed except by a resolution of the GMM called upon with the announcement that amendments to the articles of association will be proposed there. The term of convocation for such a meeting is at least thirty days.

2. Those who have convened the GMM to discuss a proposal to amend the Articles of Association must, at least seven days before the meeting, place a copy of that proposal, in which the proposed amendment is included verbatim, in a place suitable for that purpose for the members. can be inspected until after the day on which the meeting is held. In addition, a copy as referred to above will be sent to all members.

3. A resolution to amend the Articles of Association requires at least two-thirds of the valid votes cast in a meeting in which at least two-thirds of the ordinary members are represented. If two-thirds of the ordinary members are not present, a second meeting is convened and held within four weeks thereafter, at which the proposal, as discussed in the previous meeting, can be decided upon, irrespective of the number of members present. , provided with a majority of at least two-thirds of the valid votes cast.

4. An amendment to the articles of association does not come into effect until a notarial deed has been drawn up.

Dissolution

Article 19

1. Subject to the provisions of Article 50, Book 2 of the Dutch Civil Code, the association can be dissolved by a decision of the GMM. The provisions of Article 18, paragraphs 1, 2 and 3 apply mutatis mutandis.

2. If no liquidators have been designated in a resolution to dissolve, the liquidation will take place by the board.

3. The credit balance after liquidation will revert to those who were members at the time of the decision. Everyone receives an equal share. In the decision to dissolve, however, a different destination can also be given to the positive balance by the GMM

4. After the dissolution, the association will continue to exist insofar as this is necessary for the liquidation of its assets. During the liquidation, the provisions of the articles of association and regulations will remain in force as far as possible.

5. In documents and announcements issued by the association, the words “in liquidation” must be added to its name.

House rules and rules of procedure

Article 20

1. The GMM may establish by-laws and rules of procedure.

2. Proposals to amend the internal rules and/or the rules of procedure can only be discussed at a GMM.

3. A decision to amend the internal rules and/or the rules of procedure requires at least two-thirds of the valid votes cast in a GMM and must be submitted at least one month before the GMM. 

Addendum 2009 regarding Voting Member

During the ALV 2009 it was decided that in addition to the articles of association to become a member, the addendum below has now also been added. 

The prospective member has paid for a minimum of 4 years and has run a minimum of 4 cart races and 4 snow races in those 4 years.

Addendum GMM 2018

Prospective members may acquire regular membership after being a paying prospective member for at least one year, provided that they have completed within the last completed competition season(1)  have run at least three snow races, with at least 2 days finished, (2) OR a multi-day race with at least 6 stages, (3) OR a  long distance race of at least 160 km.