Regulations Download Here
Note: Please note that only the Dutch version of this document has a legal value.
This translations is merely designed to provide non Dutch speaking members with some insight on the Regulations.
Present, @, appeared in front of me, Mrs. LL.M. Henrica Catharina Josephina
Adriana Schilder-Reisouw, notary in Tilburg:
1. Ms. Marthe Nijkamp
2. Ms. Sandra Wagemakers
3. Ms. Kayleigh Anne Hadewich van Oorschot
4. Mr. Lucas Frits Johannes Noordhoorn
The appearers elucidate
to establish an association, for which the following regulations apply
Name and Seat.
1 Article 1.
1. The association carries the name: EXTRA MUROS
2. She is seated in Tilburg.
2 Article 2.
The intention of the assocation is:
• to stimulate the social and academic development of the students who follow the course Liberal Arts at Tilburg University ;
• to look after the issues of the mentioned students; and furthermore everything that has one or another direct or indirect relation to it or which can be beneficial to it, in the broadest sense of the word.
3 Article 3.
1. The association has members.
2. Members are those who have made a written application to the board and are accepted as members. Of this a notifaction is given by the board.
In case of not-acceptance by the board a General Assembly of Members can still decide on acceptance.
3. Membership is personal
4 Article 4.
1. Membership ends:
(a) by death of the member;
(b) by resignation of the member;
(c) by resignation of the association;
(d) by confinement.
2. Resignation of membership by the member can only occur at the end of the financial year. Resignation is written to the board with taking into account a term of notice of at least four weeks.
In case a resignation did not take place on time, the membership continues till the end of the first financial year.
Membership ends immediately:
(a) in case it can not reasonably be required to continue membership;
(b) in case of resigning within a month after a decision in which the rights of members are restricted or their duties increased, to a member is known or announced unless it concerns a change of the pecuniary rights and duties;
(c) in case of resigning within a month after a member is announced a decision of conversion of the association to an other legal form or fusion.
3. Resignation of the membership on behalf of the organisation can occur at the end of the running financial year.
(a) when a member after repeated written letters of formal notice on the first of november has not completely fulfilled his/her pecuniary duties of the running financial year with regard to the association.
(b) when a member stopped meeting the requirements that are at that moment stated in the regulations. The term of notice is at least four weeks. In case a resignation did not take place on time, the membership continues till the end of the first financial year. Membership can however end immediately in case it can not be reasonably required to continue membership; Resignation is a written notice of motive.
4. Confinement of membership can only be pronounced in case a member acts in conflict with the Regulations, Rules of Procedure or decisions from the association or when a member causes damage to the association in an unreasonable manner. Confinement is done by the board, which notifies the member as soon as possible of the decision, with notice of motive. The involved member is authorized to appeal at the General Assembly of Members within one month after notifcation of confinement. During the period allowed for appeal the member is suspended. A suspended member has no voting rights.
5. When the membership ends in the course of the financial year, the member is the entire annual membership fee due, unless the board decides otherwise.
5 Article 5.
1. Grantors are they who are admitted by the board. The board is authorized to end the membership of the grantor by a written request.
2. Grantors are obliged to donate money anually, of which the minimum is stated in the General Assembly of Members.
3. The only right a grantor has, is joining the General Assembly of Members. They will not have the right to vote, although they have the right to speak up.
6 Article 6.
1. Every member of Extra Muros is obliged to pay a membership fee. The amount of the membership fee is stated in the General Assembly of Members.
2. New members could be obliged to pay an admission fee, of which the amount will be stated in the General Assembly of Members.
7 Article 7.
1. The board consists of at least three natural persons, who choose from their midst a president, a secretary and a treasurer.
2. The members of the board are chosen by the General Assembly of Members from the members of the association. The General Assembly of Members states the – taking paragraph 1 in account – the amount of members of the board.
3. Members of the board can always, with stating the reasons, be suspended or be dismissed. The General Assembly of Members decides to suspend or dismiss a member of the board with at least a majority of two-third of the votes.
4. The suspension ends when the General Assembly of Members did not decide to dismiss the concerning person within three months. The suspended member is enabled to justify himself and can be supported by an adviser.
5. A member of the board is appointed for a period of one year to the maximum. A year is a schoolyear, although counting until the next yearmeeting during which new members of the board can be appointed. A resigning member of the board can immediately and unrestrictedly be reappointed.
6. When the amount of members of the board is lower than stated in paragraph 1, the board is still authorized. The board is obliged to arrange a General Assembly of Members as quickly as possible, during which the vacancy is discussed.
7. During the meetings and the decisions of the board, is what is stated in articles 10 to 13 taken in account as often as possible.
8 Article 8.
1. The members of the board are charged with ruling the association.
2. The board is, with the preceded approval of the General Assembly of Members, authorized to decide whether to enter into an agreement to the obtaining, estrangement, or the objection of goods which must be registered.
3. The board is, with the preceded approval of the General Assembly of Members, authorized to decide whether to enter into an agreemeent to which the association is committed as security or as fellow-debtor, taking the part of a third person, or committing oneself as security for the debts of someone else.
9 Article 9.
1. The board represents the association.
2. The authority to represent belongs to the president with the treasurer or the secretaryas well as the treasurer with the secretary.
General Assembly of Members.
10 Article 10.
The General Assembly of Members will be held in the city in which the organization is situated according to the statutes.
11 Article 11.
1. Entrance to the General Assembly of Members is granted to members who are not suspended, donators, people who are invited by the board or the General Assembly of Members. A suspended member has the right to enter the meeting in which its suspension is discussed and has the right to elaborate on the matter.
2. Every member has one vote in the General Assembly of Members, with the exception of suspended members. Every member who has the right to vote can grant another member with the right to vote the power to cast its vote. A member with the right to vote can cast a vote for a maximum of two other members.
3. A unanimous decision of all the members who have the right to vote, even if no meeting has convened, in the case that the board has been informed in advance, has the same power as a decision by the General Assembly of Members. This decision can also be created in writing.
4. The president decides the manner in which the voting during the General Assembly of Members proceeds.
5. All decisions which are not bound by law or these statutes to have a larger majority are accepted by an absolute majority of the cast votes. If there is a striking of the voting procedure the motion is not accepted. If there is a striking of the voting procedure when it is about the election of persons, it is decided by lot. If there is an election between more than two people and no one has an absolute majority of the votes, a re-election between the two candidates with the most votes is held. The candidate with the majority of the votes is elected.
12 Article 12.
1. The General Assembly of Members is presided by the president of the board, or in its absence, by the oldest board-member present. If there are no members of the board present, the meeting will appoint a member to preside the meeting.
2. The judgment made by the president during the General Assembly of Members concerning a voting is binding. The same holds for the details of a decision that has been made, but only in the case that the motion was not in writing. In the case that the validity of the judgment is immediately questioned by the members, a new voting will occur. In the case that the majority of the meeting or in the case that the original voting was not in writing or personal, a member with the right to vote wants this. Because of the new voting, the legal consequences of the original voting are eliminated.
13 Article 13.
1. The fiscal year of the organization starts on the first of August and ends the thirtyfirst of July. Annually at least one General Assembly of Members has to be organized, more than six months before the end of the fiscal year. Except for the case that this period is changed during the General Assembly of Members. During the General Assembly of Members the past year is discussed and the board presents its annual report about the progress of the organization and the implemented policy. The board elaborates on the balance and the state of the in- and outcomes to be approved by the General Assembly of Members. These pieces will be signed by the members of the board; if one or more are absent, the fact, as well as reasons, are put in writing. After the term of each member they have the right to demand that the duties of the board-members have been fulfilled.
2. Is meant by the truthfulness of the pieces a declaration by an accountant, like stated in article 2:393 part 1 in the civilian law book of The Netherlands ‘Burgerlijk wet-boek’, than the General Assembly of Members will annually appoint a committee of two members who cannot be members of the board.
3. The board is obligated to assist the committee by giving them all the information they require. If asked to show the box and values of the books.
4. The committee researches the pieces mentioned in the fourth sentence of part one.
5. If the committee decides that they need the assistance of a professional in book-keeping, they can do so and let the organization pay. The committee will report its findings to the General Assembly of Members.
6. The board is obligated to keep the books and all information connected to this subject for at least seven years.
14 Article 14.
1. The general member meeting is held as many times as the board finds necessary or the minimum set by law.
2. If there is a request to hold a General Assembly of Members in writing by at least one-tenth of the members with the right to vote, the board is obligated to organize one within four weeks of the request. If there is no action taken within fourteen days of the request, the ones who have requested the meeting have the right to call a meeting together in the manner stated in part 3 by placing an ad in at least one of the cities well read newspapers. The members who have made the request can force the board to preside the meeting and writing the minutes.
3. The organization of the meeting has to proceed by written announcement to the members who are allowed to vote at least seven days in advance. The subjects that will be discussed should be stated.
4. By written is meant, every usual way of communication that can be viewed as written. Alteration of the Regulations.
15 Article 15.
1. Alterations within the Regulations can only be made as a result of a decision made by the Assembly of Members, where has been summoned with the announcement that changes within the Regulations will be proposed.
2. They, who have summoned the Assembly of Members to discuss a proposal for a change of the Regulations, must at least five days before the Assembly of Members finds place make available a duplicate of the proposal for the members until a the end of the day on which the assembly took place.
3. Alterations within the Regulations can only be made by the Assembly of Members with a majority vote of two/third of the votes.
4. The alteration of the Regulations takes effect after a notarial document has been set up. Each member of the board is authorized to execute the document of the alteration of Regulations.
5. The determined in paragraphs 1 and 2 is not applicable when in the Assembly of Members all entitled to vote were present or represented and the decision to alterate the Regulations was taken by a general vote.
6. The members of the board are obligated to place an authentic document of the alteration of Regulations and a complete uninterrupted text of the Regulations at the Chamber of Commerce.
Dissolution and Settlement.
16 Article 16.
1. The determined in article 15, paragraph 1, 2, 3, and 5 is also applicable to the decision of an Assembly of Members to dissolute the association.
2. The Assembly of Members determines with the decision meant in the previous paragraph the destination of the surplus, if possible in consensus with the goal of the association.
3. The settlement is done by the board.
4. After the dissolution the association continues to exist until this is necessary for the settlement of the assets. During the settlement the provisions of the Regulations will remain at force as much as possible. In pieces and announcements issued by the association the words ´in liquidation´ must be added to her name.
5. The settlement ends at the moment there are no more present benefits known to the liquidator.
6. The books and documents of the dissolute association are to be saved after the dissolution during the certain period of time that the law dictates at that moment. The saver is the person that is assigned to this task by the liquidator.
Rules of Procedure.
17 Article 17.
1. The Assembly of Members can establish or alter one or more rules of procedure in which subjects are settled that are either not arranged or not fully foreseen within these Regulations.
2. A rule of procedure cannot contain any condition that is in conflict with the law or with these Regulations.
3. To the decision to establish or alter a rule article 15, paragraph 1, 2, and 5 are applicable.
18 Article 18. Final Provision.
All the authority that is not dedicated to other organs by law or regulation falls to the Assembly of Members.
At last the appearers elucidate:
As members of the association all the founders enter. They appoint the first members of the board:
• President: Mr. L.F.J. Noordhoorn, aforementioned;
• Vice-President: Ms. K.A.H. van Oorschot, aforementioned;
• Secretary: Ms. S. Wagemakers, aforementioned;
• Treasurer: Ms. M. Nijkamp, aforementioned;
The first financial year will end August first 2010.
The legal obligation of identification has taken place according to the prescription.
WHICH ACT has taken place on the time and date as mentioned at the head of this act.
The people whom appeared were known to me, the notary. The business part of this act has been enlisted and explained to them. The people whom appeared to me stated to not appreciate a complete reading of the act, before the execution they received a concept act and have acknowledged the content of this act.
This act was read limited and signed directly afterwards, first by the appeared and after by me, the notary.
Rules of Procedure Download here
Rules of Procedure
Liberal Arts Study Association
These are the Rules of Procedure from Study Association Extra Muros, as
mentioned in article 17 from its Regulations.
Extra Muros is the name of the Study Association from Liberal Arts, belonging to Tilburg Univeristy seated in Tilburg.
These Rules of Procedure are based on the Regulations, described in the Articles of Incorporation of 16 Februari 2009. These rules of procedure are an addition to the conditions that are stated in and is subordinate to the Regulations.
A change in these rules of procedure can only be decided by a General Assembly of Members. Two third of the votes need to support this change.
Persons who want to become a member of the association need to make a written request to the board. Every member needs to fill in a registration form with a photograph attached. Persons who want to end their membership need to make a written notifaction to the board about this. Members can be (former) students or (former) employees who are related to the study Liberal Arts at Tilburg University.
Members have the right to:
1. attend, speak at, vote at, and propose a motion at the General Assembly of Members;
2. authorize an other member to vote in his/her place at the General Assembly of Members;
3. get acquainted with the Agenda and other pieces that are discussed at the General Assembly of Members at least one week in advance.
4. get acquainted with the Minutes of the last General Assembly of Members;
5. apply for a position in a committee;
6. apply for a board position;
7. participate to activities the association organises; provided that extra optional reasonable conditions stated by the board are fulfilled;
8. receive a discount on certain activities.
The members have the duty to:
1. pay the membership fee within the set time;
2. strictly follow the Regulations and the Rules of Procedure;
3. follow all the other duties that are derived from the Regulations, Rules of Procedure, decisions by a General Assembly of Members, or decisions by the board.
The membership fee can only be changed with approvement of the General Assembly of Members.
Members have to pay their membership fee within three months after the beginning of the financial year. Those who have not paid after this term can be confined in accordonce with article 4 of the Regulations.
The assocation is allowed to ask for a contribution for participating in activites organized by the association. The total of contributions is allowed to exceed the actual costs of the activity as long as the remaining will be entitled to Extra Muros.
Statement of expenses
Only properly written statements of expenses accompanied with the appropriate receipt are honoured. This means name, committee, date, and expenses are mentioned. It also needs to be mentioned if the amount is to be received in cash or received on a bank account; in case of the later, the bank/giro number has to be mentioned.
Statements of expenses need to be submitted at the latest one month after the date on the receipt. Statements of expenses which are submitted after will not be honoured. An exception on this are statements of expenses during the establishment which can be declared untill one year after the date on the receipt.
Statements of expenses are paid by the treasurer within three weeks after submission. Only statements of expenses that date from during the establishment can deviate from this, which will be paid at the latest three weeks after having received subsidy.
In accordance with the Regulations article 7 the board consists of at least a President, a Secretary and a Treasurer. Only in the case of more candidates the position of Vice-President should be occupied.
The board consists of at least one international student and one Dutch student. In this case an international student is in principle defined as someone who comes to the Netherlands with the intention to study there.
The board is responsible for the maintenance of the Regulations and the Rules of Procedure and the implementation of the decisions taken.
The board composes an annual report and a budget for the coming year.
The board holds meeting as often as the President or two other members of the Board find it necessary.
The board can only make decisions if more than the half of the board members is present or represented. A board member can be represented by a fellow member of the board, only written, during meetings of the board. A board member can only be plenipotentionary for one other member of the board at the time.
The board is can at all times propose alterations of the Rules of Procedure.
The board is authorized to, when one of more board members no longer form part of the board, fill the vacant positions by one or more persons of confidence. This is the board’s responsibility until the next General Assembly of Members.
The appreciation of the efforts given to the board by the University of Tilburg will be paid out at the end of the financial year. The board is entitled to divide this amount among themselves. If the board is unable to settle among themselves the entire amount will be entitled to Extra Muros.
The president has at least the following tasks and/or responsibilities:
1. the general supervision of Extra Muros;
2. preside the General Assembly of Members;
3. monitor the proceedings of his members of the board;
4. compose, in consultation with the secretary, the agenda for the Assembly of Members;
5. make an evaluation and plan of action of his/her activities during his/her year as president.
The secretary has at least the following tasks and/or responsibilities:
1. keep up the member administration;
2. control the incoming and outgoing mail in an orderly fashion;
3. placing the new agenda and minutes of the former meeting in the appropriate place at least seven days before the date of the Assembly of Members;
4. see to the implementations of the minutes;
5. assemble an archive which consists of all the minutes of the meetings held in the past year of the board, all the letters received that year by Extra Muros, and matters as newsletters. When necessary the secretary approaches people in possession of these documents.
6. make an evaluation and plan of action of his/her activities during his/her year as secretary.
The treasurer has at least the following tasks and/or responsibilities:
1. collect and manage the funds and goods;
2. keep up the accounts precisely;
3. keep up and when necessary copy all the mail of the concerning finances of the association;
4. formulate a budget, which is to be approved by the General Assembly of Members
5. present a financial annual report concerning the past financial year at the first Assembly of Members of the new financial year;
6. hold responsible, in consultation with the committee, one of the members of the committee for the financial aspects within the committee;
7. make an evaluation and plan of action of his/her activities during his/her year as treasurer.
The vice-president has at least the following tasks and/or responsibilities:
1. substitute the president when he/her is not present;
2. lead and coordinate the proceedings of the committees which fall under his/her responsibility;
3. shares the end responsibility for all the committees activities with the president;
4. function as mediator between the board and the members of the committees;
5. make an evaluation and plan of action of his/her activities during his/her year as vice-president.
The tasks of committees are recorded in terms of reference established by every committee in consultation with the board.
Every committee has a committee president. The commitee president presides the committee. He is responsible to the board.
The member from the committee that is appointed by the treasurer for the financial aspects of the committee is obligated to submit a budget to the treasurer preceding the event, unless the board decided otherwise.
Committee clothing is purchased on voluntary basis. Purchased and printed cloths are representative. Representative here means: name and/or logo Extra Muros, possibly logo’s from sponsors and the name of the committee.
Annually a treasury committee of at least two members who are not a member of the board is created. This committee will be occupied with controlling the financial administration of Extra Muros. The administration has to give a realistic picture of the financial position of Extra Muros. During the General Assembly of Members the controlling committee presents a report to the members and the board. If there happen to be any mistakes in the report these mistakes will be presented to the members as well as the board, initially however the treasurer of the board of Extra Muros will be made aware of the mistake.
The committee will, in the case that they find it necessary, suggest improvements concerning the budget to the board. These suggestions are always without any engagement; the board is not obliged to act on these suggestions. The suggestions made by the committee will always be part of the treasury commitee’s control report of the General Assembly of Members.
The expenses will be checked on effectiveness. Furthermore the incomes and expenses are checked on acceptability, sufficiency, reliability and legitimacy.
The treasury committee has a controlling function and is not allowed to make changes in the organization or to sanction. Book keeping is the responsibility of the board. From several committees of Extra Muros, incomes and expenses are checked. The yields will be controlled in first instance on completeness and the expenses will be controlled in first instance on correctness.
The tasks of the treasury committee are:
1. Checking of the begin and end balance of the bank account;
2. Checking the declarations and receipts, whether they are explained in the budget;
3. Counting the supplies of Extra Muros;
4. Counting the cash and checking the ledger;
5. Checking the expenses of the study organization on the importance for its members;
6. Checking the sponsor contracts and observance for both parties;
7. Checking the subsidy arrangements observance for both parties;
8. Checking the expenses and incomes of the committees of Extra Muros. Here the same aspects are important: checking the expenses of the committee on the importance for the members of the study organization;
9. optionally formulating suggestions that can be followed in favor of the study organization
10. Writing a financial control report, that will be presented during the General Assembly of Members of Extra Muros, to both its members and board
General Assembly of Members
During the General Assembly of Members the past year is discussed and the board presents its annual report about the progress of the organization and the implemented policy.
The board is appointed annually by the General Assembly of Members.
The General Assembly of Members in which the new board is chosen should be announced at least one month in advance. In the announcement it should be stated that members have the possibility to put forward candidate boards. The sitting board should be informed about the candidate boards at least two weeks before the General Assembly of Members. The board is allowed to make a nomination of a candidate board.
At least two months in advance of this General Assembly of Members, the members should be informed of the fact that they can apply for a board position.
Members have the right to put forward a motion during the General Assembly of Members. If this motion is accepted by two thirds of the people who have the right to vote it has to be taken in to consideration by the board. The board has the right to ask for the motives of a certain motion. The board also has the right to defend itself against a motion.
During activities of Extra Muros pictures are taken. These pictures will be placed on the website of Extra Muros (www.extramuros.nl), so they can beiviewed.
Participation to activites organised by the association is only for members unless the board decides otherwise.
Opgemaakt d.d.: April 2009
President Extra Muros Secretary Extra Muros
Lucas Noordhoorn Sandra Wagemakers
Treasurer Extra Muros Vice-President Extra Muros
Marthe Nijkamp Kayleigh van Oorschot