Articles of Association | SSC-NL
Continuous text of the articles of association of the association Sledehonden Sport Club Nederland as these read after amendment of the articles of association by deed, passed on February 20, 2001 for Mr. A. Endendijk, notary in Vriezenveen
Name and seat
The association bears the name: "Sleddogs Sport Club Nederland", also shortened to "SSC-NL". It has its seat in the municipality of Enschede.
1. The association was founded to date and has been entered into for an indefinite period.
2. The association year runs from April 1 to March 31 of the following year.
1. The association aims to promote sled dog sport in the spatial sense of the word.
2. It shall endeavor to achieve its objective inter alia by:
a) Provide its members with the knowledge and information necessary to practice sled dog sport in a responsible manner;
b. to offer its members the opportunity to practice sport freely and under their own responsibility;
c. maintain functional contacts with persons and organizations at home and abroad;
d. closely monitor international developments in sled dog sport and inform its members accordingly;
e. influence the development of sled dog sport through affiliation with international organizations;
f. organize competitions, if possible;
g. to ensure compliance with the rules of conduct binding on the sled dog sport prescribed by the association to its members.
1. The association has ordinary members, family members and prospective members. Ordinary members are, on the one hand, those who were 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 set out in the following article and, on the other hand, titular members, namely those who are otherwise become an ordinary member of the association, especially in order 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, thus becomes a titular member. 1
2. Ordinary members of the association may be natural persons who have reached the age of sixteen.
3. Family members of the association may be natural persons who belong to the family of ordinary members or prospective members who have reached the age of sixteen.
4. Aspiring 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
1. Candidate members and family members report to the secretariat of the board. The application is made using a standard application form. This includes: name, first names, date of birth and year, address, place of residence and the nature of the desired membership. It is also confirmed by signing that the applicant subscribes to the association's objectives. The application will be published in the documents of the next General Members' Meeting (hereinafter referred to as: ALV). Every ordinary member has the right to object to the registration within fourteen days after publication.
2. The board decides on the admission and reports this in the GMM
3. In case of non-admission, the ALV can still decide to admit, however with a majority of at least two thirds of the valid votes cast.
4. Candidate members can acquire regular membership after having been an aspirant member for at least one year, provided they have run at least three sled races within the last season ended, of which at least two are "Esdra regulated".
5. In special cases, the board may make proposals to grant ordinary membership to persons, without the conditions under 4. being met. The ALV decides on this with a majority of at least two-thirds of the valid votes cast.
End of membership
1. Membership ends:
a. upon the death of the member;
b. by cancellation by the member;
c. by cancellation by the association, due to non-compliance with the payment obligation under Article 7 paragraph 2;
d. by termination by the association, due to the termination of the relevant member to the membership requirements set by these articles of association, when the association can no longer reasonably be expected to continue the membership or, exclusively for titular members by the end of the board membership of the association. relevant titular member, or if the relevant titular member was not appointed at the general meeting of members, at which the titular member was nominated as a board member in accordance with article 13. second paragraph of the articles of association. 2
e. By dismay. This can only be pronounced if a member acts contrary to the articles of association, regulations or decisions, or unreasonably harms the association.
2. Cancellation 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 at 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 it was canceled.
6. Expulsion from membership is done by the board. The member will be informed 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. A decision to terminate the membership on behalf of the association on the grounds that the association cannot reasonably be expected to continue the membership and the decision to withdraw from the membership, the person concerned must be notified within one month of the date of receipt of the notification of the decision appeal to the GMM by a majority of at least two thirds of the valid votes cast.
1. The ordinary members, family members 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 at the latest before the start of the GMM
1. The ALV has all powers in the association, which are not assigned to the board by law or in the articles of association.
2. Every year, at the latest two months after the end of the association year, an ALV - the annual meeting - is held. The annual meeting will discuss, among other things:
the minutes of the last GMM held;
b. the annual report and the account and accounts as referred to in Article 16 with the report of the Audit Committee referred to there;
c. the appointment of the audit committee for the next 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. determining the contribution;
h. the proposals of the board or the members, announced at the notice of the meeting.
3. Other ALVs 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 ALV, the date of which must be set at a period of no longer than four weeks after the date of this request. If, within fourteen days of the date of this request, this request is not acted upon, by sending a notice of convocation by the board, the applicants themselves may convene the meeting by convening a meeting in accordance with the provisions of Article 12, or by advertisement in at least one ter place where the association has its seat, widely read daily or weekly newspaper.
Access and voting rights
1. All ordinary members, prospective members and family members have access to the GMM. Ordinary members, prospective members, family members and board members who have been suspended, except if 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 have no voting rights.
Chairmanship and minutes
1. The ALVs are led by the president of the association or his deputy. If the chairman and his deputy are missing, one of the other board members, acting by appointing the board, will act as chairman. If the chairmanship is not provided in this way, the meeting itself will provide for this.
2. The secretary, or another person designated by the chairman, shall draw up minutes of the proceedings at each meeting, which shall be adopted and signed by the chairman and secretary. Those who convene the meeting can draw up a notarial record of the trafficked. The contents of the minutes or of the official report are brought to the attention of the members.
Decision-making of the general meeting
1. The chairman's opinion expressed at ALV 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. Unless the articles of association or the law provide otherwise, all decisions of the General Assembly are taken by an absolute majority of the valid votes cast.
3. Blank votes are considered not to have been cast.
4. Votes are cast in writing and oral matters. If no one receives a required majority in the vote on persons, the two persons who obtained the most votes in the first vote without being elected are re-voted. If more than one person receives an equal number of 4 votes and they subsequently qualify for re-voting, the provisions of the previous paragraph will be subject to an intermediate vote.
5. In the event of a tie vote on matters, the amended or otherwise amended proposal will be put to the vote one more time. If the votes are tied again, the proposal is withdrawn. The proposal in question can be offered again at a subsequent General Meeting of Shareholders, which must be convened for this purpose within a period of three months, if, in the chairman's opinion, the importance of the challenged proposal requires this.
6. Written votes are taken by unsigned, closed notes.
7. A unanimous decision of all ordinary members, even if they are not in a meeting, has the same effect as a decision of the GMM, provided that it is proposed by the board.
The general meetings are convened by the board, as often as it deems necessary. The notice is given in writing to the addresses of the members in accordance with the register of members referred to in Article 4, paragraph 5. The notice period for the notice is at least thirty days. The convening notice will state the subjects to be discussed, without prejudice to the provisions of Article 17.
1. The board consists of at least five persons, who are appointed by the ALV. 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 will be announced at the convening notice for 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. The binding nature of each nomination can be removed by a decision of the GMM taken with at least two-thirds of the votes validly 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 deprive the drawn up nominations of the binding nature, the GMM is free to choose.
5. If there is more than one binding nomination, the appointment will be made from those nominations.
End of board membership - Periodic membership - Suspension
1. Any board member, even if he has been appointed for a specific period, can be dismissed or suspended by the ALV 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 after the expiry of that term.
2. Each board member resigns no later than three years after his appointment, in accordance with a retirement schedule to be determined by internal regulations. The outgoing 5 officer is only eligible for re-election once; after which he may not fulfill a position within the board of the association for at least one year. Anyone who is appointed in an interim vacancy will take the place of his predecessor on the roster.
3. The board membership also ends: a. By terminating the membership of the association; b. by thanking.
Board positions - Decision-making by the board
1. The chair is elected by the ALV in function, the other board positions are divided by the elected parties in mutual consultation. The board may appoint a replacement for each of them.
2. The chairman, secretary and treasurer form the daily management.
3. The secretary or his deputy shall draw up minutes of the proceedings at each board meeting, which shall be adopted and signed by the chairman or his deputy and the secretary or his deputy. Contrary to what the Act provides in this regard, the opinion of the chairman or his deputy with regard to the formation and content of a board resolution is not binding.
4. Further rules regarding the meeting of and decision-making by the board may be laid down by internal regulations.
Administrative task - Representation
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, to govern, provided that there are at least three board members left. The board is obliged to nominate new board members as board member in accordance with article 13, second paragraph of the articles of association, at the next general meeting of members after the vacancy has arisen, even if there are fewer than three board members left. In case there are less than three board members 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 period for the convening notice will then be at least one week. In that case, the management of the association is entrusted to the general members' meeting with regard to all other acts.
3. The board is authorized under its responsibility to have certain parts of its task performed by committees, which are appointed by the board.
4. Provided with the approval of the GMS, the board is authorized to enter into agreements to buy, dispose of or encumber registered goods, to enter into agreements in which the association commits itself as guarantor or jointly and severally liable, to 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 needs the approval of the GMM for decisions to:
6 a. Without prejudice to the provisions under article 16 paragraph 1 under a. Entering into legal acts and making investments, insofar as these are outside the budget already approved for the current association year.
b. 1. entering into agreements whereby a bank credit is granted to the association;
2. the granting of loans, as well as the borrowing of funds, which does not include the 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:
renting, hiring or otherwise obtaining use or enjoyment of real estate;
b. concluding and changing employment contracts.
7. Without prejudice to 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 to have acquired suffered, in order to use it to achieve the objectives of the association.
Annual report - account and accountability
1. The association year runs from April 1 to March thirty-one of the following year.
2. The board is obliged to keep notes of the assets of the association such that its rights and obligations can at all times be known.
3. The board publishes its annual report at an annual meeting within two months after the end of the association year, subject to an extension of this period by the ALV, and submits an account and account for its account, accompanied by a balance sheet and a statement of income and expenditure. management conducted in the past association year. After the term has expired, each member can claim this account and legal claim from the board.
4. The ALV annually appoints a committee of at least two persons from the ordinary members, prospective members and family members, who may not be part of the board. The committee examines the account and accountability of the board and reports its findings to the GMM.
5. If the examination of the account and accountability of the board 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 requires, to show it the treasury and its values if desired and to give it access to the association's books and records.
6. The burden 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
1. No changes can be made to the association's articles of association other than by a decision of the GMM called for by announcing that amendments to the articles of association will be proposed there. The notice period for such a meeting is at least thirty days.
2. Those who have convened the GMM to consider a proposal to amend the articles of association must provide a copy of that proposal, including the verbatim amendment, at a suitable place for the members at least seven days before the meeting. make inspection available 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, at a meeting in which at least two-thirds of the ordinary members are represented. If there are not two thirds of the ordinary members present, a second meeting will be convened and held within four weeks thereafter, during which the proposal, as discussed in the previous meeting, can be decided, regardless of the number of current members. , provided by a majority of at least two-thirds of the valid votes cast.
4. An amendment to the articles of association shall only take effect after a notarial deed has been drawn up.
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 ALV. The provisions of Article 18 paragraphs 1, 2 and 3 apply mutatis mutandis.
2. If no liquidators are appointed in a decision to dissolve, the liquidation shall be effected by the board.
3. The positive balance after liquidation lapses to those who were members at the time of the decision. Everyone receives an equal share. However, when the decision to dissolve is taken, the ALV may also allocate the positive balance to another destination
4. After the dissolution, the association will continue to exist insofar as this is necessary to liquidate its assets. During the liquidation, the provisions of the articles of association and regulations 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.
Rules of procedure and rules of procedure
1. The ALV can draw up internal rules and regulations.
2. Proposals for changes to the internal regulations and / or the rules of procedure can only be discussed at an ALV.
3. A decision to amend the internal regulations and / or the rules of procedure requires at least two thirds of the votes validly cast in an ALV and must be submitted no later than one month before the ALV.
Addendum 2009 on 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 also been added.
The prospective member has paid for a minimum of 4 years and in that 4 years has run at least 4 cart races and 4 snow races.
ALV 2018 Addendum
Prospective members can acquire normal membership after being a paying prospective member for at least one year, provided they have completed at least three snow races within the last ended racing season (1), with at least 2 days completed, (2) OR a multiple day race with at least 6 stages, (3) OR a long distance race of at least 160 km.