Name and seat
The name of the Association is: The Netherlands-India Association. It is situated in The Hague. The Association’s office will be the secretary’s place of residence.
- The Association aim is to further the friendly relations between The Netherlands and India.
- It tries to achieve its aims by strengthening and deepening the knowledge in these countries of their respective culture, history, philosophy, religion and social structures and by striving to widen personal, cultural and social contacts.
- The Association has honorary members and ordinary members.
- The honorary membership will be conferred on recommendation of the executive board by the General Body Meeting to individuals who have made an outstanding contribution to the promotion of the Netherlands-India cultural cooperation. Honorary members have all the rights of membership that ordinary members have except the right to vote and the right to be elected to an office on a committee of the Association. Therefore, honorary members are no members within the meaning of the law.
- Ordinary members (hereafter called members) are those who have accepted the invitation to membership or those who have applied for membership and whose membership has been accepted by the executive board or by a person designated by the executive board. In case of non-acceptance applicant will be informed within three months. Applicant will have the right to appeal to the General Meeting.
- Membership can be obtained by a natural person or by natural persons forming a family. Each natural person has one vote. Each family has two votes.
- Members can be elected to an office of the Association one year after acceptance of membership or payment of first membership fee, if this happens later.
- Membership ends by:
- Death of the member;
- Resignation by the member;
- Resignation by the Association;
- Resignation of membership must be given in writing to the secretary at least one month before the beginning of the financial year.
If resignation is not given in time, membership will not end until the end of the next financial year.Nevertheless a member can resign immediately:
- In case of emigration of the member;
- If, in fairness, continuation of membership can not be required;
- Within a month after he is informed or has knowledge of a decision to restrict his rights or increase his obligations (except for decisions concerning changes in financial rights and/or obligations);
- Within a month after he is informed of the decision to change the Association to another legal form or to merger of the Association.
- Termination of membership by the Association can only take place towards the end of a financial year.
Notice of termination of membership will be given by the executive board, in writing, with a four weeks notice. If the notice of termination of membership is not given on time, membership will continue until the end of the next financial year.
Nevertheless the Association can give notice of termination of membership immediately is, in fairness, continuation of membership can not be required of the Association.Resignation of membership by the Association can only occur when:
- member has stopped complying with the requirements of this constitution, or:
- A member does not meet his obligations to the Association, or:
- In fairness, continuation of membership can not be required of the Association.
- Termination of membership can only be pronounced if a member acts contrary to the constitution pr the decisions of the Association, for instance if a member does not or does not in time, in spite of a reminder, pay his yearly membership fee for a period of more than two years or if a member aggrieved the Associations in an unfair way. The termination takes place by the executive board, informing the particular member as soon as possible of this decision in writing, including motivation. In writing means also a reminder of payment as mentioned above. The member concerned is entitled to enter an appeal to the General Body Meeting within a month after receipt of the decision of termination of membership. During the period for appeal and pending the appeal the member is suspended. The decision of the General Body Meeting for a termination of membership will be taken with a majority of at least two third of the votes.
- If membership ends during a financial year, the yearly membership fee will nonetheless by fully indebted by the member.
Finances and financial year
- The finances of the Association consist of membership fees, subsidies, donations, and income from other sources.
Any change in the membership fee will be put to vote in the General Body Meeting.
- The financial year corresponds the calendar year.
- There shall be an Executive Board not exceeding twelve members, elected by the General Body Meeting for a period of two years. The General Body Meeting does also decide on the number of Executive Board Members.
- To ensure both change and continuity it is desirable that members will make an effort, through the General Body Meeting, to choose every two years at least two new executive board members and to re-elect two current members of the board.
- Members of the Executive Board can, with reason given, be suspended and discharged at any time by the General Body Meeting.In case of suspension or discharge the General Body Meeting will decide with a majority of votes as mentioned in article 9.
- If, in case of suspension of an Executive Board member, the General Body Meeting has not come to a decision on his discharge, suspension will end. The suspended Executive Board Member will be given the opportunity to justify in the General Body Meeting and be assisted by an adviser.
- The Executive Board is charged with the General control and direction of the Association. The executive Board will elect the President, Vice-president, Secretary and Treasurer from its ranks. The Executive Board can create any other position, necessary for furthering the aims and objective of the Association.
- The Executive Board is competent, regarding the provision of paragraph 5 of this article, to enter agreements of acquisition, alienation and/or encumber with registered items (registergoederen) and to enter agreements, to which the Association commits itself as a third guarantor or as a severally liable joint debtor, to which it makes out a case for a third party or to which it agrees to guaranteeing a debt of a third party.
- The Executive Board requires permission of the General Body Meeting to enter agreements, to which the Association commits itself as a guarantor or as a severally liable joint debtor, to which it makes out a case for a third party or to which it agrees to guaranteeing a debt of a third party.
- Every Executive Board Member is expected to take an active part in the activities of the Board. A member who did not attend any of the meetings of the Board in the past year would be deemed to have resigned and can be discharged or suspended by the General Body Meeting.
- The Executive Board is qualified to represent the Association, for actions as in article 5, paragraph 5, considering what is specified therein.
- The permission of representation is also granted to two jointly acting Executive Board Members, on of whom at least should be the President, the Secretary, or the Treasurer.
Permission to represent is furthermore granted to the President or the Secretary.
The president presides over the meetings of the Board and the General Body Meeting. In his absence, the Vice-president takes over his duties.
Under the General direction of the Executive Board, the Secretary will be responsible for implementing the decisions of the Board.
The treasurer will be in charge of the finances and collection of the membership fees, donations, etc. From time to time, he/she will keep the Executive Board informed of the financial position and give an annual financial statement in writing to the Executive Board.
The four above mentioned office bearers are elected for two years and are eligible for re-election.
The General Body Meeting
There will be a General Body Meeting, at least once a year, preferably in the first quarter of the year. In addition to such other matters as are thought necessary for consideration, the General Body Meeting will consider the following matters:
- the annual financial report by the treasurer:
- the annual report by the secretary;
- future policies and guidelines for the executive board;
- appointments of honorary members.
Special sessions of the General Body Meeting may be convened either when decided by the executive board or when requested by at least 25 members.
For a meeting either under article 11 or article 12 notice will be given in writing by the Secretary at least fourteen days in advance unless otherwise decided by the Executive Board.
- The General Body Meeting is accessible for the non-suspended members and the honorary members, persons who participate in an office of the Association and also by those who are invited by the General Body Meeting. A suspended member has access to the General Body Meeting in which the decision concerning the suspension is being discussed and is qualified to speak in this matter.
- The voting members in the General Body Meeting are the non-suspended members. Each of them has one vote. Voting by proxy is not allowed, except family members, who can authorize another member of the same family with a voting right to vote by proxy.
The chairman determines the method of voting in the General Body Meeting.
- All matters at any sitting of the General Body Meeting shall be determined by a majority of voted of the members present with the voting rights. All decisions to which the law or these bylaws do not prescribe a larger majority will be taken by a majority of votes, unless this constitution prescribes otherwise
The chairman or the person acting as such will not vote in the first instance, but shall have a casting vote in case of equality of votes.
- The General Body Meetings shall be chaired by the President or, in his absence, by the Vice-President and in case he is absent too, by the oldest member of the Executive Board present. If no Executive Board Member is present, the meeting chooses its own chairman.
- The judgement spoken by the chairman at the meeting about the result of the voting will be final.The same goes for the content of a decision, as far as it was a voting on a resolution that was not put in writing.If, immediately after the outspoken judgement of the chairman, correctness is disputed, a new voting shall take place if a majority of the voting members want this or, if the original vote was neither by call nor in writing, if one voting member wants this. At the new vote all legal effects of the original vote expire.
- All that is being discussed at the General Body Meeting shall be taken down as minutes by the Secretary or by a person chosen by the chairman.
These minutes shall be decreed in the same or in the next General Body Meeting and, in evidence of which, shall be signed by the Chairman and the Secretary of that meeting.
Unless this constitution determines differently, at a meeting of the Executive Board at least one third of the number of the Executive Board Members or four persons in case this is more, should be present;
At a General Body Meeting ten percent should be present or forty members in case this is more, unless this constitution prescribes differently.
If the required number of Executive Board members, or members if any, is not present, a new meeting can be held within fourteen days, at which time a lawful decision can be taken regardless of the number of persons present. The required minimum numbers present in the General Body Meeting do not count for the General Body Meeting in the year in which no election of the Executive Board takes place.
The Association will establish a Cultural Fund with substantial resources to underwrite those cultural programmes which can not be financed from the normal resources of the Association.
The Fund will function as an autonomous organ of the Association and will be administered by a board of trustees. This board consists of three members, appointed by the Executive Board for five years.
If a trustee resigns during this term or is otherwise unable to function, the Executive Board will appoint a new trustee to fill up the vacancy.
For gross impropriety or misuse of the office, a trustee can be censured or removed from office by the General Body Meeting. This should take place by two-third majority of the voting members present, provided the total number of members voting for such a motion is not less than one-third of the total membership of the Association.
The financial resources of the Fund will come from donations, subsidies, special fund raising campaigns, surplus from programmes underwritten by the Fund and from interest on capital invested.
The General Body Meeting, following the establishment of the Fund, may adopt general policy statements to guide the work of the Fund. These statements may be reviewed by the General Body Meeting every five years.
The Fund should give a yearly account to the General Body Meeting.
- Amendments of this constitution shall only be passed by a decision of the General Body Meeting. This meeting should be called for by an announcement to amend the constitution.
- Those who have called for a General Body Meeting to amend the constitution should make a copy of the amendment available for the members at a suitable place at least five days before and one day after the day of the meeting.
- Amendments can only be passed by the General Body Meeting with a majority of at least two-third of the members voting, provided that at least ten percent, or forty in case this is more, of the total number of voting members is present.
If the required number of members is not present, the amendment should be proposed to a new meeting, to be held within twenty-one days after the first meeting. In this meeting a two third majority of the voting members present is sufficient.
- Amendments of this constitution will only be valid after drawing up a notarial act.
- Section 1 and 2 of this article are not applicable if, at the General Body Meeting, all voting members are present, or are represented as far as such is allowed by this constitution, and the decision for the amendment is taken unanimously.
- The Executive Board shall deposit an certified copy of the act of amendment and of the continuous text of the constitution after the amendment at the office of the Register of Associations, held by the Chamber of Commerce.
Dissolution and liquidation
- Article 18, paragraph 1, 2, 3, and 5 also count for a decision by the General Body Meeting to dissolve the Association, provided at least twenty percent of the members, or one hundred members in case this is more, are present.
- Unless the General Body Meeting decides on another allocation for the credit balance in the above mentioned decision, this falls to those who are members of the association at the times of the dissolution.
- Unless the General Body Meeting decides otherwise, liquidation will take place by the Executive Board.
- After the dissolution, the Association is continued as far as this is necessary for the liquidation of the credit balance. During the liquidation the articles of the constitution remain valid as much as possible. In outgoing documents and announcements of the Association the words “in liquidation” shall be added to its name.
- Books and documents of the Association shall be conserved for ten years after the liquidation.