IFAPP International Federation of Associations of Pharmaceutical Physicians and Pharmaceutical Medicine

Our Constitution

In March 2007 IFAPP was officially registered in The Netherlands. The current Constitution was approved during the House of Delegates Meeting on 21 June 2022 and the official notarized version was signed on 21 February 2023. The registration number of the Dutch Chamber of Commerce is 30224375.

AMENDMENT OF THE ARTICLES OF ASSOCIATION

Today, the twentieth day of February two thousand and twenty-three, there appeared before me, mr Udo Louwerens, civil law notary, of the Municipality of Woerden the Netherlands:
Mrs. Ilse Yvette van Gorsel, born in Woerden on the eighteenth of December nineteen hundred and eighty, employed at my office, civil-law notary, with office at Haven 1, 3441 AS Woerden

The person appearing, giving effect to a resolution passed on the tenth of October two thousand and twenty-two and by the general meeting of: International Federation of Associations of Pharmaceutical Physicians, an association (“vereniging”) organized under Dutch law, having its official seat in Woerden (the Netherlands) and its office at 3443 BP Woerden, Leidsestraatweg 41-D (the Netherlands), registered with the Commercial Register under number 30224375- in which meeting the person appearing was also authorized to execute this deed –, declared to insert in the association’s articles of association the following amendments:

Incorporation, statutes

The association was established and its articles of association were established by deed on the nineteenth of March two thousand and seven executed before mr F. Kroes, notary of De Ronde Venen.
The articles of association were last amended by deed on the twenty-fifth of February two thousand and sixteen, executed before mentioned notary mr F. Kroes.

Resolution to amend the articles of association

In a general meeting to be held it was decided, among other things, to amend the articles of association of the association.

Minutes

The minutes of the aforementioned meeting are attached to this deed.

Authority

In the aforementioned meeting, the person appearing in his stated capacity was authorized to have the deed amending the articles of association of the association drawn up, executed and signed.
Amendment of the Articles of Association

The person appearing, acting as reported, declared in response to the aforementioned resolution and for its implementation that the articles of association of the association will be amended in full with effect from today as follows:

SECTION I. FEDERATION

Article 1 – Name and registered office

1.1. Name

The name of the Federation is “INTERNATIONAL FEDERATION OF ASSOCIATIONS OF PHARMACEUTICAL PHYSICIANS AND PHARMACEUTICAL MEDICINE” (abbreviation: “IFAPP” or “Federation”).

1.2. Organization

IFAPP is a non-profit organization registered at the Netherlands Chambre of Commerce under registration number 30224375.

1.3. Registered office

The registered office of the Federation is located in Woerden, The Netherlands. The House of Delegates is entitled to move the registered office to anywhere in The Netherlands and establish subsidiary offices in other countries subject to compliance with the local applicable legislation. However, the main registered office will always be in The Netherlands.

Article 2 – Objectives

2.1. Mission

The mission of the Federation is to advance Pharmaceutical Medicine by enhancing the knowledge, expertise and skills of pharmaceutical physicians and other professionals involved in all scientific disciplines addressing the discovery, development, processing and usage of medicines as well as experimental and clinical research worldwide, leading to the availability and appropriate use of medicines for the benefit of patients and society.

2.2. Means

IFAPP’s activities contribute to the above-mentioned mission by

a) acting as the international forum of organizations of pharmaceutical physicians and medicines development scientists by dealing with matters brought to its attention by its National Member Associations, regulatory bodies, academic authorities, international organizations and by giving assistance where appropriate;

b) fostering the development and international recognition of Pharmaceutical Medicine as a separate specialty with its specific body of knowledge and distinctive fields of professional responsibilities. Pharmaceutical Medicine is the medical scientific discipline concerned with the discovery, development, evaluation, registration, monitoring and medical aspects of marketing medicines for the benefit of patients and public health;

c) promoting the development of undergraduate and postgraduate education as well as continuing professional development programmes in Pharmaceutical Medicine and medicines development; to assist National Member Associations in developing such programmes, in ensuring that they comply with quality standards and that their content is harmonized with existing programmes;

d) facilitating a closer relationship and understanding between the National Member Associations, regulatory authorities and international organizations involved in healthcare and medicines development;

e) disseminating information on developments in Pharmaceutical Medicine and medicines development to health professionals worldwide;

f) organizing international conferences on Pharmaceutical Medicine and arranging any other meetings as deemed necessary;

g) establishing strategic alliances with other private charities or organizations with similar mission and goals.

Article 3 – Duration

The Federation is established for an undetermined duration and can be dissolved following a decision of the House of Delegates (Articles 23-24). The fiscal year is identical to the calendar year.

Article 4 – Financial means

4.1. The Federation may secure its funding by membership fees, donations/subsidies, corporate sponsorships, remuneration of services rendered by the Federation to its members or third parties (e.g. meetings, educational programmes, conferences and publications) or payment of royalties for use of the intellectual property rights owned by the Federation.

4.2 The Treasurer shall prepare and submit the annual accounts for the Federation’s last financial year and the budget for the following financial year to the House of Delegates in a presentation for approval, along with the audit report as deemed appropriate. The presentation should be accompanied by a page with the signatures of the Treasurer, the President and the Secretary of the Board.

SECTION II. MEMBERS

Article 5 – Membership

The Federation has three (3) categories of members: National Member Associations, Individual Affiliates and Honorary Members.

5.1. National Member Associations

5.1.1. The National Members Associations (“NMAs”) are national associations of pharmaceutical physicians/Pharmaceutical Medicine and/or other national or international professional associations related to medicines development.

5.1.2. The National Member Associations are each represented by one (1) delegate (“Delegate”) (in the House of Delegates). If two (2) or more National Member Associations exist in a given country, each National Member Association may appoint a Delegate provided that such National Member Association pays the relevant membership fees. In such instance, a country can be represented by a number of Delegates corresponding to the number of National Member Associations existing in such country.

5.1.3. The Delegate and Deputy Delegate of the National Member Associations are appointed by the board of each association (or by its general assembly as appropriate).

5.1.4. The Delegates are entitled to vote at the House of Delegates in accordance with the voting rights defined in Section IV.

5.2. Individual Affiliates

5.2.1. The Individual Affiliates are individual pharmaceutical physicians or other biomedical professionals involved in medicines development who have demonstrated interest in contributing to IFAPP’s mission.

5.2.2. The Individual Affiliates can be elected as Officers in the Board of Officers (Article.9.2.1.).

5.2.3. Individual Affiliates do not have any voting rights in the House of Delegates (Article13.5.) but can be invited to attend and participate in the discussions held at the General Assembly meetings.

5.3. Honorary Members

5.3.1. Honorary Members are biomedical professionals or institutions which have demonstrated significant contributions to advancing Pharmaceutical Medicine as a discipline and/or a profession.

5.3.2. The Board of Officers as well as the General Assembly can propose a member of the Federation for being appointed as an Honorary Member. The House of Delegates will formally appoint such member as Honorary Member provided that the condition set forth in Article 5.3.1. is met.

5.3.3. Honorary Members have no voting rights in the House of Delegates and cannot be elected as Executive Officers to the Board of Officers. Honorary Members can be invited to participate in the discussions held at the General Assembly and can be assigned with certain advisory functions in committees or working groups.

5.4. Code of Conduct

5.4.1. All members and their Delegates shall be provided with a copy of the Federation’s Code of Conduct and are required to comply with such code at all times. The most recent version of such Code of Conduct can be found at the following link: https://ifapp.org/wp-content/uploads/2024/08/Code-of-Conduct_V03_final-version_20May2022.pdf

5.4.2. If a member identifies non-compliance with the Code of Conduct by another member, such behaviour shall be reported to the Board of Officers. The Board of Officers can provide a recommendation for exclusion of a member to the House of Delegates. The House of Delegates may decide to dismiss a member from the Federation in accordance with the provisions of Articles 7.3. and 14).

Article 6 – Admission of National Member Associations or Individual Affiliates

  1. The House of Delegates may approve or refuse the admittance of new members following the recommendation of the Board of Officers.
  2. National Membership Associations wishing to join the Federation shall request membership in writing to the Board of Officers thereby submitting to the Board’s Secretary a copy of their by- laws, as well as an English translation of their aims and objectives and conditions for membership. The application is reviewed by the Board of Officers and the final decision of admission is taken by the House of Delegates, following a recommendation of the Board of Officers.
  3. Individual Affiliates wishing to join the Federation shall request membership in writing to the Board of Officers thereby submitting their respective résumés. The application for affiliation is then reviewed by the Board of Officers and the final decision of admission is taken by the House of Delegates, following a recommendation of the Board of Officers.
  4. Subject to respecting the quorum defined in Article 17, the decision of admission of a new member requires a simple majority of the votes at the House of Delegates.

Article 7 – Termination of membership

7.1. Membership is discontinued when

  1. the National Member Association ceases to exist,
  2. the National Member Association or Individual Affiliate resigns (Article 7.2.),
  3. the House of Delegates decides to exclude a member (Article 7.3.), or
  4. the Federation is dissolved following a decision of the House of Delegates (Article 22).

7.2. Resignation by a member

Resignation of membership at the initiative of a National Member Association or Individual Affiliate is only possible at the end of a calendar year. Any National Member Association or Individual Affiliate wishing to resign from IFAPP has to inform the President of the Board of Officers in writing of their plans with a notice period of at least three (3) months prior to the end of the current calendar year. In the absence of such a notice period, the membership will be maintained until the end of the following calendar year.

7.3. Exclusion of membership by the House of Delegates

7.3.1. The House of Delegates can decide to exclude a National Member Association or an Individual Affiliate from the Federation

  • if a National Member Association or an Individual Affiliate, after repeated written reminders, has not paid the annual membership fees for two (2) consecutive years by the month of November;
  • if an Individual Affiliate breached the Code of Conduct and has not remedied such breach after being notified of such breach. In case a member of a National Member Association breached the Code of Conduct, the Board will bring this matter to the attention of the respective National Member Association with the explicit request to deal with such non-compliance of its member. In case the breaching member is a Delegate of a National Member Association, the National Member Association will be requested to replace its Delegate (and as such the Delegate having breached the Code of Conduct will no longer be entitled to attend the House of Delegates meeting);
  • if an National Member Association or an Individual Affiliate is no longer involved in Pharmaceutical Medicine or medicines development being a condition for membership;

7.3.2. The notice period for exclusion of membership given by the House of Delegates is at least four (4) weeks;

7.3.3. Subject to respecting the quorum defined in Article 17, the decision of exclusion of a member requires a 2/3rd majority of the votes;

7.3.4. The House of Delegates’ decision of exclusion will always be documented in writing explaining the reasons for the exclusion.

Article 8 – Membership fees

8.1. Each National Member Association will pay an annual fee as defined by the House of Delegates. The fee is composed of a basic amount per National Member Association plus an additional amount per individual member of such Association. The House of Delegates may amend the membership fees if deemed appropriate (Article 14).

8.2. The membership fee for Individual Affiliates will also be defined by the House of Delegates following recommendation of the Board of Officers.

8.3. Honorary Members are exempt of paying annual fees.

8.4. The House of Delegates can decide to accept an application for membership of a recently created National Member Association at a reduced annual fee for a transitory period, following recommendation of the Board of Officers.

8.5. In case of exclusion of a member, the membership fee paid for the current year will not be reimbursed.

8.6. Non-paying National Member Associations have no voting rights in the House of Delegates meetings.

SECTION III. THE BOARD OF OFFICERS

Article 9 – Composition of the Board of Officers

9.1. Composition

9.1.1. The Board of Officers of the Federation is composed of:
a. Executive Officers: a maximum of five (5) individuals with the following formal titles: President – President-elect – Immediate Past President – Secretary – Treasurer.
b. Scientific Chairs: a maximum of seven (7) individuals acting as chairs of specific committees within IFAPP (such as Education, Communication, Ethics etc.).
9.1.2. Only Executive Officers have voting rights within the Board of Officers. Scientific Chairs have an advisory role only.

9.2. Candidacy of Officers

9.2.1. Executive Officers can be either members of National Member Associations or Individual Affiliates provided that at least the simple majority of the Officers must be members of National Member Associations.

9.2.2. Neither the Executive Officers nor the Scientific Chairs are remunerated for providing their services to the Federation, unless the House of Delegates decides otherwise. Reasonable expenses (e.g. for travel or attendance to congresses) supported by the appropriate documentary evidence will be reimbursed.

9.2.3. If a Delegate (of a National Member Association) is appointed as an Executive Officer in the Board of Officers, the corresponding National Member Association may appoint another representative to act as its Delegate in the House of Delegates.

9.2.4. Candidacy for each position in the Board of Officers must be communicated by the respective National Member Association or by the Individual Affiliate to the Board’s Secretary at least four (4) weeks prior to the date on which the election is planned.

9.3. Election and dismissal of Officers

9.3.1. Subject to meeting the quorum and majority required in Article 17, Officers are appointed by the House of Delegates.

9.3.2. Elections of the members of the Board of Officers will take place every two (2) years at a House of Delegates meeting, to be held preferably during the regularly scheduled International Conference on Pharmaceutical Medicine (ICPM).

9.3.3. The President, President-elect and the Past President are elected for one (1) term of two (2) years and are not eligible to be re-elected in that role provided that, after the initial 2-year appointment, the President-elect will automatically become the President for the next term and the President will automatically become the Past President.

9.3.4. After their initial two- (2) year appointment, the Treasurer and the Secretary can be re-elected for two (2) additional two- (2) year terms.

9.3.5. If the need for a replacement of Officers arises between elections, it will be implemented as follows: the President will be replaced by the President-elect; the President-elect by the Secretary or Treasurer. In case the Secretary and/or Treasurer needs to be replaced, the Board of Officers will convene an extraordinary House of Delegates meeting in order to elect new candidates for this (these) position(s).

9.3.6. Scientific Chairs are also appointed by the House of Delegates following the respective recommendations from the elected Executive Officers and can actively participate in the discussions of the Board of Officers (but have no voting rights in the Board nor in the General Assembly or House of Delegates).

9.3.7. Scientific Chairs are elected for a term of two (2) years and are eligible to be re-elected for up to three (3) terms in the same position.

9.3.8. Following a motion of 2/3rd of the Board members, any member of the Board of Officers may be dismissed from his/her position by the House of Delegates, requiring the quorum and majority defined in Article 17 to be met.

Article 10 – Board of Officers meetings

10.1. The Board of Officers will meet in person or via teleconference (online meeting tool) as often as necessary and no less than four (4) times a year to manage the business of the Federation.

10.2. The President shall convene the meetings upon consultation with the other Board members or upon request of another Board member.

10.3. The notice to the meeting shall set out the place, date, time and agenda of the meeting. The notice shall be sent by letter, email or other written means at least 15 calendar days prior to the meeting. As the case may be the working documents for discussion would be attached to the notice.

10.4. The meetings of the Board of Officers are presided by the President or in the case of impediment or absence by the President-elect or the Past President.

10.5. Any member of the Board of Officers who did not attend three consecutive face-to-face or virtual meetings should be considered as resigning from his/her position.

10.6. Decision making.

10.6.1. In order to take decisions at the level of the Board of Officers all five (5) Executive Officers should be present (or represented). If such required quorum is not met, at least four (4) Executive Officers should be present of which at least the President or President-elect, the Treasurer and Secretary.

10.6.2. Decisions will be taken by simple majority of votes. In the event of an equal number of votes being cast for or against a motion, the President, or in his/her absence the President-elect, shall have a decisive vote.

10.6.3. Scientific Chairs do not have any voting rights in the Board.

10.7. Minutes. The Secretary is responsible for the preparation of the minutes reflecting the deliberations and decisions of the Board of Officers. The final minutes are to be approved by the Board.

Article 11 – Tasks allocated to the Board

The Board of Officers shall have the power to do anything that is necessary or useful to achieve the purpose of the Federation, with the only exception of the powers which are exclusively reserved for the House of Delegates either by law or by this Constitution.

Consequently, the Board of Officers shall be in charge of the following tasks (but not limited thereto):

  • day-to-day management of the Federation;
  • the administration of the Federation;
  • creating committees or working groups with an advisory role (upon recommendation of the House of Delegates or General Assembly);
  • preparing the internal regulations for an appropriate business conduct for the Federation;
  • maintaining an updated list of National Member Associations, Individual Affiliates and Honorary Members;
  • maintaining regular communication with all members;
  • preparation of a presentation which contains the financial results of the Federation of the last fiscal year as well as the budget for the upcoming fiscal year for presenting to the House of Delegates first meeting in the new year (Article 4.2.). With the House of Delegates’ approval of such presentation, the Board is discharged and the budget for the upcoming fiscal year is approved;
  • preparing recommendations for the House of Delegates.

Article 12 – External representation

12.1. Officers. The Federation can be represented towards third parties by two (2) Executive Officers acting together. At least one of them should be the President, President-elect or Immediate Past President. These Officers can represent the Federation within the financial limits defined in the Federation’s applicable internal regulations.

12.2. Executive Director. Upon suggestion of the Board of Officers, the House of Delegates may approve the opening of the position of an Executive Director. In such case, the Board of Officers may recommend candidates and a job opening may be opened and published. The Board of Officers may further recommend the scope of representation, roles and responsibilities, remuneration (if applicable) of such Director, requiring final approval of the House of Delegates.

SECTION IV. HOUSE OF DELEGATES

Article 13 – Composition

13.1. The House of Delegates will be composed by Delegates of the National Member Associations. Each National Member Association may appoint (1) Delegate to the House of Delegates, for representing such National Member Association.

13.2. The name of the Delegates representing the National Member Associations should be communicated in writing to the Board’s Secretary at the beginning of each calendar year. The National Member Associations can change their Delegates provided that sufficient prior notice is given in writing to the Board’s Secretary.

13.3 In the event of neither a Delegate nor a Deputy Delegate being able to attend a House of Delegates meeting, the respective National Member Association may vote on a proposal in writing and present this vote to the Board’s Secretary well in advance of the House of Delegates meeting.

13.3. The Executive Officers are invited to attend meetings of the House of Delegates and they jointly have one (1) vote.

13.4. Individual Affiliates may be invited ex-officio to attend the House of Delegates meeting, following a recommendation of the Board of Officers, but do not have any voting rights in the House of Delegates meetings (Article 5.2.3.).

Article 14 – Tasks allocated to the House of Delegates

The House of Delegates is the principal and ultimate governance body of the Federation. The House of Delegates has the following exclusive and restrictive powers:

  • Decision on motion of Members;
  • Election or cancellation of membership of National Member Associations or Individual Affiliates (Articles 6-7);
  • Election and dismissal (Article 9.3.) of the members of the Board of Officers and
    release from liability upon dismissal;
  • Election, dismissal and release from liability of the auditors and determination of their remuneration (as the case may be);
  • Approval of the annual accounts and the budget (Article 4.2.);
  • Decision on the membership fees (Article 8) and any other form of financial resources of the Federation;
  • Approval and changes of the Constitution (Article 21);
  • Providing input for internal regulations including the Code of Conduct;
  • Decision on the strategy of the Federation;
  • Dissolution and liquidation of the Federation and allocation of its net assets
    (Articles 22-23);
  • Transformation of IFAPP into a for-profit organization;
  • Other decisions required by law or by this Constitution.

Article 15 – Meetings of the House of Delegates

15.1. The announcement of an invitation to the House of Delegates meeting is dispatched in writing by the Board’s Secretary to all members having voting rights at least sixty (60) calendar days before the meeting date. The invitation includes the provisional agenda, the date as well as an alternative date (in case the quorum is not met on the date initially set in the meeting invite).

15.2. Motion of members must be submitted in writing to the President at the latest thirty (30) calendar days before the date of the meeting. In case changes to the Constitution are on the agenda, the provisional agenda (sent out 60 calendar days prior to the meeting) should explicitly mention the intention to change the Constitution.

15.3. Further, in extraordinary circumstances the Board of Officers may convene a meeting of the House of Delegates within three (3) months upon receipt of a written request signed by at least two thirds of the members of the House of Delegates. If no action has been taken (by the Board of Officers) within fourteen (14) days, the members requesting such meeting are entitled to convene the meeting of the House of Delegates themselves. The Executive Officers have the right to attend and actively participate in such extraordinary House of Delegates meeting provided that they jointly have one (1) vote only (Article 13.4.).

15.4. The final agenda is dispatched in writing (electronically or by regular mail) by the Board’s Secretary twenty (20) calendar days before the meeting and indicates the place, date and hour of the meeting. As the case may be, the working documents are to be attached.

15.5. The meetings of the House of Delegates are chaired by the President of the Board of Officers or, in his/her absence, by the Immediate Past President or his/her substitute (President-elect or another member of the Board).

15.6. The meetings of the House of Delegates are held at least twice (2x) a year. The first meeting should be held at the latest before June 30th.

15.7. The House of Delegates may meet in a determined venue and attendance can be in person or electronically (via webcast or webinar).

15.8. The Board’s Secretary or a person designated by the President or Immediate Past President or his/her substitute writes the minutes of the meeting of the House of
Delegates. These minutes will be approved during the subsequent meeting of the House of Delegates.

Article 16 – Number of votes per Delegate

16.1. Each National Member Association appoints one (1) Delegate for representing such National Member Association at the House of Delegates. Subject to the number of votes defined in Article 16.2., all these Delegates have the right to vote, provided that the National Member Association (to whom the Delegate belongs) has paid the annual membership fees due for the current year.

16.2. Each Delegate (or Deputy Delegate) has one (1) vote on matters relating to changes in the Constitution.

For any other matters on which the House of Delegates decides, the number of votes held by the respective Delegates depends on the size of the National Member Association to which such Delegate belongs (i.e. number of members of the respective National Member Association).

  • Delegates belonging to National Member Associations with 50 or fewer members have one (1) vote;
  • Delegates belonging to National Member Associations with 51 – 100 members have two (2) votes;
  • Delegates belonging to National Member Associations with 101 – 1000 members have three (3) votes;
  • Delegates belonging to National Member Associations with 1000 or more members have four (4) votes.
    Calculation of the number of votes will be verified at the time of the last paid annual fee.

16.3. The Board of Officers jointly has one (1) vote for every matter discussed at the House of Delegates meeting.

Article 17 – Decision making

17.1. In order to take decisions at the level of the House of Delegates, a quorum of 1/3rd + 1 of the Delegates must be present (or represented) at the House of Delegates meeting. If, at the date of the meeting, the required quorum is not met, the meeting will be postponed to an alternative date defined in the initial announcement of the House of Delegates meeting (Article 15.1.).

17.2. Decisions are taken with simple majority of the votes cast, except in case of i) changes to the Constitution and ii) dissolution (and liquidation) of the Federation and iii) dismissal of members. These decisions require a 2/3rd majority of the votes cast.

17.3. In the event of an equal number of votes being cast for or against a motion, the President has a decisive vote. However, if the equality of votes relates to the choice of a person, the decision will be taken by draw. If the choice is between more than two persons and neither one obtains a majority vote, the Delegates will choose between the two who got the highest number of votes. Several votes may be necessary in the event of equal votes for the two candidates.

17.4. Decisions made by the House of Delegates are binding for all members, including those absent or dissenting.

SECTION V. THE GENERAL ASSEMBLY

Article 18 – Composition of the General Assembly

The General Assembly shall consist of all National Member Associations, Individual Affiliates and Honorary Members.

Article 19 – General Assembly Meetings

19.1. The General Assembly may be convened by the Board of Officers as often as felt necessary. These meetings will, in any case, be routinely convened at each International Conference of Pharmaceutical Medicine (ICPM) organized every two to three years.

19.2. All members may send (suggestions for) topics for the agenda of the General Assembly to the Board’s Secretary.

19.3. The General Assembly is chaired by the President of the Board of Officers, or in his/her absence by the Immediate Past President.

19.4. The General Assembly may be held at the same venue or at the same time as the House of Delegates meeting but can also be held separately, as proposed by the Board of Officers.

19.5. The agenda for the meeting will be sent at least thirty (30) calendar days in anticipation to the intended meeting.

Article 20 – General Assembly as discussion forum

20.1. The General Assembly may only discuss on the matters set out in the agenda and provide recommendations to the Board of Officers and the House of Delegates. The General Assembly does not have any decision-making powers: the ultimate decisions will be taken by the House of Delegates (Article 14).

20.2. As per recommendations of the Board of Officers, the General Assembly may discuss the voting rights of the National Member Associations (as defined in Article 16) based on a fair and reasonable assessment of each membership category’s contribution to IFAPP’s activities. The discussion held at the General Assembly may result in a recommendation for the House of Delegates.

20.3. The Board’s Treasurer will present at each General Assembly meeting the annual report on the Federation’s business and its management, including the balance sheet and profit and loss statement for the Federation (as these will be submitted for approval by the House of Delegates). The latter documents are signed by the Executive Officers of the Board of Officers. These documents should be accompanied by a statement of an accountant (auditor) confirming their accuracy.

SECTION VI. WORKING GROUPS AND COMMITTEES

Article 21 – Working groups and committees

  1. The Board of Officers may establish working groups or committees with an advisory role for specific purposes (such as but not limited to: Education, Communication, Ethics, etc,). These Committees will report on their activities and achievements to the Board of Officers to the House of Delegates and in the General Assembly.
  2. Working groups and committees can be composed by Individual Affiliates, Honorary Members or members of the National Member Associations.
  3. Working groups and committees are chaired by Scientific Chairs.
  4. The specific composition and function of such working groups or committees are specified in internal regulations, defined by the respective working group or committees. The House of Delegates can provide input for such internal regulations.

SECTION VII. CHANGES TO THE CONSTITUTION

Article 22 – Changes to the Constitution

22.1. The Constitution can only be changed by the House of Delegates.

22.2. The invitation to the House of Delegates meeting shall explicitly mention that a proposal to change the Constitution is scheduled. The text with the proposed updates or changes to the Constitution shall be made available to the members no later than one (1) month prior to the meeting taking place and shall remain available to the members until the day after the meeting.

22.3. In order to be adopted, constitutional changes will require a two-thirds majority of the votes cast in a meeting of the House of Delegates subject to meeting the quorum defined in Article 17.

22.4. Following adoption of the changes by the House of Delegates, the changes to the Constitution have to be validated by notarial deed before becoming operational. Each member of the Board of Officers is entitled to ensure the inclusion of the changes of the Constitution in a notarial deed.

22.5. The members of the Board of Officers are required to submit to the office of the Netherlands Chamber of Commerce an authentic copy of the changes to the Constitution as well as a full copy of the new Constitution.

SECTION VIII. DISSOLUTION AND LIQUIDATION OF THE FEDERATION

Article 23 – Dissolution of the Federation

23.1. Dissolution of the Federation requires a decision of the House of Delegates. The invitation of the House of Delegates meeting should explicitly mention the intention to liquidate the Federation.

23.2. The Delegates convening the meeting of the House of Delegates to dissolute the Federation should put the proposal of dissolution at the disposal of the members at least one (1) month before the meeting takes place.

23.3. Dissolution of the Federation requires a 2/3rd majority of the votes in a meeting of the House of Delegates subject to meeting the quorum defined in Article 17.

Article 24 – Liquidation of the Federation

24.1. In its decision the House of Delegates should mention the destination of the remaining assets. This destination should, as far as possible, be in accordance with the aims of the Federation.

24.2. The Board of Officers is in charge of the liquidation.

24.3. The Federation remains active after the dissolution as long as required for the liquidation of its assets. The provisions of the Constitution of the Federation remain operational, as far as possible, during the liquidation process. The words “in liquidation” should be mentioned after the name of the Federation on letters and documents issued by the Federation.

24.4. The liquidation is completed when no remaining assets are known to the liquidators.

24.5. The books and records of the dissolved Federation must be retained for ten (10) years after completion of the liquidation. The liquidators should designate a curator in charge of keeping the books and records.

Disclosure clause

The person appearing is known to me, civil-law notary.

WHICH DEED was executed in Woerden on the date stated in the head of this deed.
The substantive content of the deed was given and explained to her. The person appearing has stated that he does not appreciate a full reading of the deed and that he has taken cognizance of the contents of the deed in good time before the execution of the deed. This deed was read in a limited way and signed immediately afterwards, first by the person appearing and then by me, civil-law notary.

(Volgt ondertekening)
UITGEGEVEN VOOR AFSCHRIFT