Articles of Association: means the articles of association of ICEVI-Europe as set forth herein and as amended from time to time in accordance herewith.
Board: means the management board of ICEVI-Europe.
By-laws: means by-laws adopted by the General Meeting, or in special cases the Board, in accordance with the Articles of Association.
General Assembly: means the corporate body of ICEVI-Europe consisting of all Members, as well as the meeting of all Members to be held once in every four years as set forth in article 16 of the Articles of Association.
General Meeting: means the general meeting of ICEVI-Europe consisting of Representatives as set forth in article 17 of the Articles of Association.
ICEVI-Europe: means the association International Council for Education and rehabilitation of People with Visual Impairment - European Region.
ICEVI-World: means the International Council for Education of People with Visual Impairment, an association established under the laws of England and Wales and registered in the United Kingdom.
in writing: by letter, by telecopier, by facsimile, by e-mail or by message which is transmitted via any current means of communication and which can be received in writing, provided that the identity of the sender can sufficiently established
Member(s): means each sub-regional member of ICEVI-Europe admitted by the Board in accordance with articles 7 and 8 of the Articles of Association.
Representatives: shall be the national representatives appointed by the Members of each country of a Sub-region provided the appointment of the national representatives as representatives of the Members in the General Meeting has been confirmed by the General Assembly in accordance with article 16.2 of the Articles of Association.
Sub-region: means, within the Europe, each of the:
ICEVI-Europe is a regional association of individuals and organisations that promotes equal access to appropriate education and rehabilitation of people with visual impairment so that they may achieve their full potential.
In endeavouring to achieve this aim, ICEVI-Europe shall, among others,
establish and maintain sub-regions and supporting their activities;
convene a General Assembly at the end of each term of four (4) years;
promote the cooperation with local, national, sub regional; European and global governmental and non- governmental organisations active in or related to the education and rehabilitation of people with visual impairment;
influence governmental and European Union agencies to promote and support activities with respect to the education and rehabilitation of people with visual impairment;
promote a positive image of people with visual impairment; and
promote the involvement of persons with visual impairment and their families in educational and rehabilitation policy and planning.
The basic structure of ICEVI-Europe is sub-regional. The Board shall determine the number and the countries of the Sub-regions. All members of ICEVI-Europe are also members of the global organisation ICEVI-World.
7.1 Subject to article 6 hereof, membership of ICEVI-Europe is open to any individual or organisation in Europe subscribing to the aim and objects of ICEVI-Europe as laid down in these Articles of Association.
7.2 The Board shall keep a register in which the names and addresses of all of the Members will be recorded.
upon notice of termination being given by the Member;
upon notice of termination being given by ICEVI-Europe represented by the Board. Such notice of termination may be given if a Member no longer meets the requirements stipulated for the Membership by the Articles of Association, or if a Member no longer fulfils its obligations towards ICEVI-Europe, or if ICEVI-Europe cannot reasonably be required to continue the Membership;
upon being removed. A Member may be removed only if it acts contrary to the Articles of Association, By-laws or resolutions of ICEVI-Europe, or unreasonably disadvantages ICEVI-Europe.
10.2 Notice of termination of the membership by the Member or by ICEVI-Europe may be given only effective from the end of a financial year and with due observance of a notice period of four (4) weeks. The membership may be terminated with immediate effect, however, if ICEVI-Europe or the Member cannot reasonably be required to continue the membership.
10.3 Notice of termination contrary to the provisions of article 10.2 hereof will terminate the membership as from the earliest permitted date after the date as from which notice of termination was given.
10.4 A Member may terminate its membership with immediate effect within one month after being informed of a resolution to convert ICEVI-Europe into a different legal form or a merger or demerger resolution within the meaning of Book 2, Title 7, of the Dutch Civil Code.
10.5 A Member may furthermore terminate its membership with immediate effect within one (1) month after a resolution by which its rights are limited or its obligations are increased comes to its knowledge or is notified to him; the resolution will then not apply to that Member. This power of the Member does not apply in the event of any adjustment of financial rights and obligations.
10.6 The Board will effect the removal from membership.
10.7 In the event of a resolution on termination of the membership by ICEVI-Europe on the grounds that a Member has failed to fulfil its obligations towards ICEVI-Europe or that ICEVI-Europe cannot reasonably be required to continue the membership, and in the event of a resolution to remove a Member, the party in question may file an appeal with the General Meeting within one month of being notified of such resolution. To that end it will be informed of the resolution in writing as soon as possible, stating the reasons. During the period of appeal and pending the appeal the Member will be suspended.
10.8 If the membership ends in the course of a financial year, the annual contribution will nevertheless be due in full.
11.1 The Board of ICEVI-Europe will be composed of eight (8) or more persons, to be appointed by the General Assembly, but shall, as from the second term of four years, at least include the former president of the Board of the previous four (4) year term. The appointment of the members of the Board will be made from amongst the Members of each Sub-region, subject to the provisions of article 11.4 hereof.
11.2 The Board of ICEVI-Europe shall have a President elected and appointed by the General Assembly in its meeting for a four (4) year term until the end of the General Assembly to be held after four (4) years.
11.3 The Board appoints a Vice-President, a Secretary and a Treasurer from its number. It may furthermore appoint a substitute for each of them. A member of the Board may hold more than one office on the Board.
11.4 The members of the Board will be appointed on the basis of one or more binding nominations made by each Sub-region, with due observance of the provisions of article 11.5 hereof. Both the Board and each Sub-region are authorised to draw up such a nomination. The nomination by the Board will be announced in the notices convening the General Assembly. A nomination by a Sub-region must be submitted to the Board in writing one (1) month before the start of the meeting of the General Assembly.
11.5 The binding nature of each nomination may be removed by resolution of the General Assembly, adopted by a majority of at least two-thirds of the votes cast at a meeting at which at least two-thirds of the Members are present or represented.
11.6 If no nomination has been drawn up or if the General Assembly decides in accordance with article 11.5 to remove the binding nature from all of the nominations drawn up, the General Assembly will be free in its choice.
12.1 The Board has the power to appoint advisors to the Board.
12.2 Advisors may attend meetings of the Board but do not have voting power in the meeting.
Article 13. End of Board Membership. Retirement by Rotation. Suspension.
13.1 Each Board member, may at all times be removed from office or suspended by the General Meeting. If no decision has been made within three (3) months after suspension to terminate such suspension or to remove the Board member from office, the suspension will end.
13.2 Each Board member will be appointed by the General Assembly for a four (4) year term until the end of the General Assembly to be held after four (4) years.
Each member of the Board may, however, be re-elected as a member of the Board by the General Assembly for an additional four (4) year term
13.3. The Board membership will end:
after four (4) years, unless he is reappointed;
pursuant to his death;
when the membership of ICEVI-Europe of the Member ends from among which the Board member was appointed; and
when a Board member retires from the Board.
The General Meeting may appoint a new Board member in case of an interim vacancy. A person appointed to an interim vacancy will take the place of his predecessor until the next General Assembly.
14.1 The Secretary shall take minutes of the proceedings at the meeting, which minutes shall be adopted and signed by the President and the Secretary.
14.2 The Board shall have at least one (1) meeting each year. One month before the meeting the agenda shall be sent to all members of the Board.
14.3 Resolution shall be made by majority vote.
14.4 By-laws may set out further rules regarding meetings of, and the decision-making process by, the Board.
14.5 Board meetings may be held by a physical meeting of the members of the Board at a certain location or by telephone, video conference or through any other means of communication, to which all participating members of the Board are capable of simultaneous communication. Participation by a member of the Board to a meeting held in any of the above-described manner shall constitute presence of such board member at the Board meeting and all resolutions taken, shall be deemed to have been taken in a Board meeting.
14.6 Board resolutions may also be adopted in a manner other than at a meeting as described in article 14.5 hereof, in writing (including by e-mail) or otherwise, provided the proposal concerned is submitted to all Board members then in office and none of them objects to the relevant manner of adopting resolutions. A report shall be prepared by the President of the Board, or a Board member appointed by the President, on a resolution adopted other than at a meeting which is not adopted in writing, and such report shall be signed by the President and one of the other Board members. Adoption of resolutions in writing shall be effected by written statements from all Board members then in office.
15.1 Without prejudice to the limitations imposed by these Articles of Association, the Board will be entrusted with the management of ICEVI-Europe. The Board is not allowed to resolve to enter into agreements to purchase, dispose of or encumber registered property or to enter into agreements by which ICEVI-Europe commits itself as guarantor or joint and several debtor, warrants performance by a third party or undertakes to provide security for a debt of a third party.
15.2 If the number of Board members has dropped below eight (8), the Board will nevertheless remain authorised. It will be required, however, to fill the vacancies at the first meeting of the General Assembly.
15.3 The Board is authorised under its own responsibility to have certain parts of its task carried out by committees, to be appointed by the Board.
15.4 The Board shall be responsible for the planning and implementation of (sub-)regional activities and conducting the business of the region.
15.5 The Board shall have power to levy a regional subscription with the agreement of the global organisation.
15.6 The members of the Board shall report to the President of the Board twice each year about the developments and activities in their sub-region.
15.7 The Board shall appoint delegates with voting rights to the General Assembly of the global organisation using a process which respects diversities within the region.
15.8 The Board is authorised to represent ICEVI-Europe. The President, or two other Board members acting jointly, are also authorised to represent ICEVI-Europe.
15.9 In the event that ICEVI-Europe has a conflict of interest with a Board member, the provisions laid down in article 15.8 will apply. The General Meeting may always appoint a special person to represent ICEVI-Europe in such an event.
16.1 The General Assembly consists of all Members of ICEVI-Europe.
16.2 The Members from each country of a Sub-region shall appoint a national representative. Such appointment shall be confirmed by the General Assembly at its four-year term meeting. Such confirmation shall include that each such appointed national representative shall be appointed as Representative in the General Meeting for a period of four (4) years, unless the General Assembly decides with a two thirds majority vote that a certain national representative cannot be appointed as Representative in the General Meeting, provided that such two thirds majority simultaneously appoints another Representative in the concerned national representative's place.
16.3 The General Assembly shall have the powers assigned to it by these Articles of Association, in particular:
the appointment of the President of the Board and other members of the Board in accordance with article 11 of these Articles of Association.
the election and appointment of the Representatives to form the General Meeting in accordance with article 16.2 of these Articles of Association.
16.4 The General Assembly shall come together in the General Assembly at the end of each term of four (4) years from the establishment of ICEVI-Europe.
16.5 The meeting of the General Assembly will be convened by the Board. The convening notices will be sent in writing to the addresses of the Members set out in the Members' register referred to in article 7.2 of these Articles of Association. The minimum term for convening the meeting is seven (7) days.
16.6 The subjects to be discussed must be stated in the convening notices.
16.7 Each Member of ICEVI-Europe that has not been suspended will have voting rights in the General Assembly. Each individual Member and the Member organization with less than one hundred (100) employees will have one (1) vote. The Member organization with between one hundred (100) and two hundred (200) employees will have two (2) votes and the Member organization with more than two hundred (200) employees will have three (3) votes. A Board member who is not (a representative of) a Member will have an advisory vote.
16.8 A person entitled to vote may grant another person entitled to vote a written proxy to cast his vote.
16.9 Except in so far as a greater majority is prescribed by law or by these Articles of Association, all resolutions of the General Assembly will be adopted by a simple majority of the votes cast.
16.10 The Board may adopt By-laws in which further rules and regulations in respect of the manner of voting in a meeting of the General Assembly shall be laid down.
16.11 The articles 18 through 21 shall apply accordingly to the General Assembly, unless the Articles of association or the By-laws determine differently.
17.1 All powers in ICEVI-Europe not assigned by law or by these Articles of Association to the Board or the General Assembly will vest in the General Meeting.
17.2 The General Meeting shall, in conformity with Section 2:39 Dutch Civil Code, be formed by at least forty (40) Representatives appointed by the General Assembly in accordance with article 16.2 hereof.
17.3 The Representatives appointed at the meeting of the General Assembly in accordance with article 16.2 hereof may be re-elected for an additional four (4) year term.
17.4 Annually, not later than within six (6) months after the end of the financial year, a General Meeting - the Annual Meeting - will be held. The following, among other things, will be discussed at the Annual Meeting:
the Annual Report and rendering of accounts as referred to in article 22 of these Articles of Association, with the report by the committee as referred to in that Article;
the appointment of a committee as referred to in article 22 of these Articles of Association for the following year;
proposals of the Board or the Members, announced in the notices convening the meeting.
17.5 Other General Meetings will be convened as often as the Board considers desirable or it is required to do so by law or by these Articles of Association. The agenda of such General Meeting shall be prepared by the Board and will be sent to the Representatives and the Members one (1) month before General Meeting is to be held.
17.6 At the written request of at least four (4) Sub-regions or at the written request of Representatives and Members who may solely or collectively cast one tenth of the voting rights in a General Meeting, the Board will be required to convene a General Meeting to be held within a period of not more than four (4) weeks after the filing of the request. If the request is not complied with within fourteen (14) days, the applicants may themselves convene a meeting, in accordance with article 21 of these Articles of Association or by means of an advertisement in at least one popular newspaper in the place where ICEVI-Europe has its registered seat, with due observance of the notice period for convening a meeting as specified in article 21 of these Articles of Association. The applicants may then assign the Presidentship of the meeting and the keeping of minutes to parties other than Board members.
17.7 General Meetings may be held by a physical meeting of the Representatives at a certain specified location or by telephone, video conference or through any other means of communication, to which all participating Representatives are capable of simultaneous communication. Participation by a Representative to a meeting held in any of the above-described manner shall constitute presence of such Representative at the General Meeting and all resolutions taken, shall be deemed to have been taken in a General Meeting. The rules set forth in article 21 of these Articles of Association for convening a meeting will apply.
17.8 Resolutions may also be adopted in a manner other than at a meeting, in writing (including by e-mail) or otherwise, provided the proposal concerned is submitted to all Representatives and none of them objects to the relevant manner of adopting resolutions. A report shall be prepared by the President or Representative appointed by the President, on a resolution adopted other than at a meeting, as described above, which is not adopted in writing, and such report shall be signed by the President and one of the Representatives. Adoption of resolutions in writing shall be effected by written statements from all Representatives.
18.1 All Representatives of, and all Members of ICEVI-Europe, all Board members who are not (representatives of) Members of ICEVI-Europe will have access to the General Meeting. Representatives of suspended Members, save for the provisions of article 10.7 of these Articles, and suspended Board members will not have access to the General Meeting.
18.2 The General Meeting will decide on the admission of parties other than those referred to in article 18.1 hereof.
18.3 Each Representative of a Member of ICEVI-Europe that has not been suspended will have voting rights at the General Meeting. Each individual Member and the Member organization with less than one hundred (100) employees will have one (1) vote. The Member organization with between one hundred (100) and two hundred (200) employees will have two (2) votes and the Member organization with more than two hundred (200) employees will have three (3) votes. A Board member who is not (a Representative of) a Member will have an advisory vote.
18.4 A person entitled to vote may grant another person entitled to vote a written proxy to cast his vote.
19.1 The General Meetings will be chaired by the President of ICEVI-Europe or his substitute. If the President and his substitute are absent, one of the other Board members, to be designated by the Board, will act as the President. If no President can be appointed in this manner either, the meeting will appoint its own President.
19.2 Minutes will be kept of the business transacted at each meeting by the Secretary or another person designated for that purpose by the President, which minutes will be adopted and signed by the President and by the person charged with keeping the minutes. The content of the minutes or of the official report will be brought to the attention of the Representatives and the Members.
Article 20. Decision-making Process by the General Meeting
20.1 The opinion of the President, expressed at the General Meeting, on the outcome of a vote will be decisive. The same applies to the content of a resolution adopted in so far as a vote was held on a proposal not set down in writing.
20.2 If, however, immediately after a decision as referred to in article 20.1 being pronounced, its correctness is disputed, a new vote will be held if the majority of the meeting or, if the original vote was not taken by roll call or in writing, a person entitled to vote who is present so requires. The legal effects of the original vote will lapse as a result of that new vote.
20.3 Except in so far as a greater majority is prescribed by law or by these Articles of Association, all resolutions of the General Meeting will be adopted by a simple majority of the votes cast.
20.4 Blank and invalid votes shall not be counted as votes.
20.5 If no one has acquired the majority in a vote on persons, a second vote or, in the event of a binding nomination, a second vote between the nominated candidates will be held. If then again no one has acquired the absolute majority, new votes will be held until either one (1) person has acquired the absolute majority or a vote has been held between two persons and that vote is equally divided. The aforesaid new votes (not including the second vote) will each time be held between the persons who received votes in the preceding vote, with the exception, however, of the person who received the smallest number of votes in that preceding vote. If the smallest number of votes in that preceding vote was cast in respect of more than one person, a drawing of lots will decide in respect of which of those persons no vote may be cast in the new vote. If a vote between two persons is equally divided, a drawing of lots will decide which of them has been elected.
20.6 If a vote is equally divided, the proposal will have been rejected, without prejudice to the provisions of article 20.5 hereof.
20.7 All votes will be taken orally, unless the President provides that the votes will be cast in writing. In the case of an election of persons, a person entitled to vote who is present may demand that the votes be cast in writing. Written voting will take place by unsigned secret ballot notes. Decision-making by acclamation is possible, unless a person entitled to vote requires voting by roll call.
20.8 A unanimous resolution of all the Representatives, even if they are not present at a meeting, will have the same force as a resolution of the General Meeting, provided that it is adopted with the prior knowledge of the Board.
20.9 Provided that all the Representatives are present or represented at a General Meeting, valid resolutions may be adopted, provided that this is done by a unanimous vote, on all subjects raised - therefore including a proposal to amend these Articles of Association or to wind up ICEVI-Europe - even if the meeting was not convened in the prescribed manner or if any other regulation on the convening and holding of meetings or a related formality has not been observed.
21.1 The General Meetings will be convened by the Board, without prejudice to the provisions of article 17.6 of these Articles of Association. The convening notices will be sent in writing to the addresses of the Members set out in the Members' register referred to in article 7.2 of these Articles of Association or to the email address or other electronic address provided thereto by the Member to the Board. The minimum term for convening the meeting is seven (7) days.
21.2 The subjects to be discussed must be stated in the convening notices, without prejudice to the provisions of articles 23 and 24 of these Articles of Association.
22.1 The Association's financial year shall be the calendar year.
22.2 The Board is required in such a way to keep records of the financial condition of ICEVI-Europe and of all matters related to the activities of ICEVI-Europe, in accordance with the requirements arising from those activities, and to keep the related books, records and other data carriers in such a way, that the rights and obligations of ICEVI-Europe are all times apparent therefrom.
22.3 At a General Meeting held within six (6) months after the end of the financial year, unless this period has been extended by the General Meeting, the Board shall submit an Annual Report on the course of business of ICEVI-Europe and on the policy conducted. The Board shall submit the balance sheet and the statement of income and expenditures with notes for the approval of the General Meeting. Each member of the Board shall sign these documents. If one or more signatures are missing, this fact shall be stated giving the reasons therefore. After expiration of the period mentioned herein, every (Representative of a) Member may commence proceedings against all the officers for the enforcement of these obligations.
22.4 Each year, the General Meeting will appoint a financial committee consisting of at least two (2) members, who may not be members of the Board. The financial committee will audit the documents referred to in article 22.3 hereof and will report to the General Meeting on its findings. The Board is required to provide the financial committee with all of the information requested by it for the benefit of its audit, to show it the cash and assets if it so wishes, and to make the books, records and other data carriers of ICEVI-Europe available to it for its inspection.
22.5 If the auditing or the rendering of accounts requires special accounting knowledge, the financial committee may be assisted by an expert.
22.6 The burden of the financial committee may always be revoked, but only through the appointment of another financial committee.
22.7 The Board is required to keep the books, records and other data carriers referred to in articles 22.2 and 22.3 hereof for a period of seven (7) years, without prejudice to the provisions of article 22.8 hereof.
22.8 The data placed on a data carrier, with the exception of the balance sheet and the profit and loss account set down on paper, may be transferred to and kept on another data carrier, provided that this transfer takes place while correctly and fully representing the data and provided that the data are available throughout the entire retention period and can be made readable within a reasonable period.
The Articles of Association of ICEVI-Europe may not be amended otherwise than by resolution of the General Meeting, which has been convened while stating that an amendment to the Articles of Association will be proposed at that meeting.
23.2 Proposals for amendment of the Articles of Association shall be published in ICEVI-Europe's magazine and on ICEVI-Europe's website not later than three (3) months prior to the General Meeting at which they are to be discussed. A copy of the proposal, including the verbatim text thereof, shall be deposited and kept available out the address of ICEVI-Europe for inspection by the Representatives and the Members untill the conclusion of the General Meeting.
23.3 A resolution to amend these Articles of Association shall require a simple majority of the votes either of the Representatives present and voting at the General Meeting or voting in a postal ballot, provided in each case that not less than five (5) Sub-regions must have been represented by the persons voting, in order for the proposal to be carried. In the event that less than five (5) Sub-regions were represented by the vote, a second ballot on the same proposal may be organised not earlier than two (2) weeks and not later than six (6) months after the first ballot, at which a simple majority will suffice to adopt the proposal.
23.4 An amendment to the Articles of Association will not enter into force until a notarial deed has been drawn up. Each Board member is authorised to have that deed executed.
23.5 The text of any changes to the Articles of Association or any additions or changes to the bye-laws, together with the result of any vote, shall be published in the next issue of ICEVI-Europe's journal following their agreement and on ICEVI-Europe's webs.
24.1 The Association may be wound up by a resolution of the General Meeting. The provisions of articles 23.1 and 23.3 of these Articles of Association will apply accordingly.
24.2 Proposals for the winding up of ICEVI-Europe shall be recommended to the General Meeting by the Board. Proposals for the dissolution of ICEVI-Europe shall be published in ICEVI-Europe's magazine and on ICEVI-Europe's website not later than three (3) months prior to the General Meeting at which they are to be discussed.
24.3 After the winding up, ICEVI-Europe will be liquidated by the Board members. The Board may decide to appoint other persons as liquidators.
24.4 Any surplus remaining after the liquidation will be paid to the parties who were Members at the date of the resolution to wind up ICEVI-Europe. Each of them will receive an equal share. The surplus may, however, also be put to a different use in the resolution to wind up ICEVI-Europe.
24.5 After completion of the liquidation, the books, records and other data carriers of the dissolved Association shall remain in the custody of the person designated for that purpose by the liquidators, for the period prescribed by law.
24.6 Otherwise the provisions of Book 2, Title 1, of the Dutch Civil Code will apply to the liquidation.
26.1 The first financial year of ICEVI-Europe shall end on the thirty-first day of December, two thousand and seven. This article 26.1 shall cease to exist after the end of the first financial year.
26.2 In contravention to article 11.1 of the Articles of Association, the Board shall consists of two Board Members untill in the aggregate eight (8) Board Members have been appointed and registered with the trade register of the Chamber of Commerce and Industries.
Finally the person appearing declared:
For the first time shall be appointed as Board members:
Mr. Johannes Antonius Welling aforementioned, as Chairman; and
Mr. Hermanus Andreas Antonius Gresnigt aforementioned, as Secretary
The Articles of Association were amended on August 14, 2013 accordance to the decisions taken by the general meeting/general assembly of July 4, 2013, Istanbul, Turkey.
AKD Prinsen Van Wijmen