VNT Articles of Association
Article 1 Name, location, and jurisdiction
- The association is called Association for VNT Taiwan, hereinafter referred to as “VNT”
- Members are the Dutch and Flemish speakers, as well as those who speak a language derived from this (such as, for example, Afrikaans) and those who have a demonstrable interest in these languages and the associated cultures or who were, are or will be living in any of the nations where these languages are spoken.
- Headquartered in TAIPEI Municipality, Taiwan
- The “law” as referred to in these Articles of Association is the applicable law in Taiwan
- The General Assembly will be referred to as “GA”
Article 2 Term
- The association is for an indefinite period.
- Both the financial and membership year runs from January 1st to December 31st.
Article 3 Purpose and Means
- The VNT strives to promote international relations and positive cultural exchanges between and for Dutch and Flemish speakers, as well as those who speak a derivative language (such as Afrikaans) and those who have a demonstrable interest in these languages and the associated cultures.
- The VNT tries to achieve this goal by organizing various activities every year, with an emphasis on fun and culture.
- The VNT may not distribute profits among its members.
- The financial resources of the VNT are obtained from membership fees, sponsorships, donations, and personal contributions from participants
Article 4 Membership
- Members are those persons who have been admitted as members by the Board.
- Membership of the VNT is open to anyone who wishes to promote the objectives of VNT.
- Membership may not be refused based on race, gender, religion, sexual orientation, or disability.
- Children under 18 will only be eligible for membership if at least one parent is a member.
- The membership fees are determined by the Board and must be approved by the General Assembly.
- Those who want to become a member of the VNT can do so by registering with the Board in writing by e-mail.
- To become a member, one must:
- Accept the Articles of Association of the VNT;
- Accept the Rules & Regulations of the VNT;
- To actively assist the VNT in the pursuit of its goals;
- Pay the membership fee
- Candidates who have been refused membership by the Board may be accepted by the GA at the request of the applicants.
- The VNT has:
- Standard Members;
- Temporary Members; such as students;
- Youth Members; 12-17 years old;
- Alumni Members; former members living outside Taiwan;
- Honorary Members; those who have made an exceptional contribution.
- Standard Members:
- Are entitled to vote in the GA
- Can request a GA
- Are 18 years or older
- Honorary Members
- Are nominated by the Board and/or Full Members because of their special efforts and/or their commitment to the VNT has led to exceptionally positive results
- Are exempt from membership fees
- Alumni Members
- Have no voting rights in the GMM
- Are living outside of Taiwan
- Temporary Members
- Live in Taiwan for less than 9 months
- Do not have the right to vote in the GMM
- Youth Members
- Are 12-17 years old
- Are only welcome at VNT Events under supervision of at least one Parent/Guardian who is a member and at least 18 years old.
- The Parent/Guardian will be always fully responsible for the youth member
- Have no voting rights in the GA.
Article 5 Rights and obligations
- Members must behave in reasonableness and fairness towards each other and the VNT.
- Members are required:
- To respecting the Articles of Association of the VNT and the decisions of the Board, the GMM or any other body of the VNT;
- Not to harm the interests of the VNT.
Article 6 Sanctions
- Sanctions can be imposed based on a criminal act or omission that is contrary to the law or the Articles of Association, regulations and / or decisions of organs of the VNT, or which damages the interests of the VNT.
- In case of violation referred to in paragraph 1, the following sanctions can be imposed:
- Expulsion (termination of the Membership)
- Exclusion from participation in competitions, either for a fixed duration or for a type and / or number of activities, to be specified in the sanction.
- A sanction will be communicated in writing to the member. In urgent cases, a sanction can be verbally communicated to the member.
- A suspension can be imposed for a maximum of one year.
- During the period that a member is suspended, the rights of membership cannot be exercised, except for the right of appeal.
- Expulsion can only take place if:
- A member acts contrary to the Articles of Association, regulations, or decisions of the VNT
- A member causes harm to the VNT in an unreasonable manner.
- If the Board has decided to expel the member, this will be communicated to the member in writing, stating the reason (s) for the decision.
- The member can appeal against a sanction imposed by the VNT within one month of receipt thereof.
- The next GA will consider the appeal and make the final decision. In the event of suspension or expulsion, the member is suspended during the appeal period and pending the appeal.
Article 7 End of membership
- Membership ends:
- By cancellation by the member;
- By cancellation by the Board;
- By disbarment;
- Due to the death of the member.
- The Board has the power to terminate a membership for a specific period or to expel members. Cancellation can only be imposed on the grounds referred to in Article 6.
- The Board can terminate membership:
- In the cases as stated in the Articles of Association;
- When a member no longer meets the requirements set by the VNT for membership
- When VNT cannot reasonably be expected to continue the membership.
- Termination by the member can be done at any time by e-mail or in writing to the secretary.
- In the event of premature termination of the Membership, Suspension or Expulsion, there will be no reimbursement of any dues.
Article 8 The Board
- The number of Board members is determined by the Rules and Regulations and the law.
- Only Standard Members who are available in Taiwan for at least 8 months per year, can serve on the Board. The GMM may only deviate from this if it is the only way to comply with the terms of the Board as described in these Articles of Association.
- The Board consists at least of a chairman, a secretary, and a treasurer.
- Board members are nominated by the Board or by at least three Standard Members.
- Each Board member is appointed for a period of ONE (1) year after which the Board member automatically resigns.
- Retiring Board members can be reappointed immediately.
- Anyone who is appointed to an interim vacancy takes the roster position of his predecessor.
- In the first Board meeting after the appointment of Board members, the Board determines by mutual agreement the duties of the Board and sends them by e-mail or written notification to the members.
- Each Board member is responsible by the VNT for the tasks assigned to him. If there are problems with the responsibilities of other Board members, each Board member is fully responsible for any deficiencies, unless it is clearly not his or her fault and he or she has not been negligent in taking action to prevent the deficiencies.
- The GA may suspend or dismiss a Board member if it considers that there is reason to do so. A decision must be taken by a majority of at least two thirds of the votes cast and with at least 2/3 of the total number of Standard Members being represented.
- Board membership ends:
- By termination of Standard Membership.
- By resigning.
Article 9 Authority of the Board
- With the exception of restrictions under the Articles of Association of VNT and the law, the Board is charged with the management of the VNT;
- If the number of Board members has fallen below three, the Board retains its decision-making power. However, the Board must convene a General Assembly as soon as possible in which the filling of the vacant position (s) will be discussed.
- The Board is authorized to perform certain parts of its duties through Committees appointed by the Board. Responsibility for these duties always remains with the Board.
- Under no circumstances may the Board, without the prior approval of the General Assembly:
- decide to participate in agreements for the acquisition, alienation, or encumbrance of registered property and to enter into agreements whereby the VNT undertakes as surety or co-debtor for a third party, or where the VNT undertakes to provide security for a debt to a third party.
- Acquire or invest in shares or any other financial products
- Without the prior approval of the General Assembly, the VNT cannot be legally represented by anyone in matters as described in paragraph 4 of this Article.
Article 10 Representation
- The Board represents the VNT.
- The power of representation rests with the Chairman
- The Chairman may grant one or more members and others a power of attorney to represent the VNT within the scope of that power of attorney
- All representation of the VNT is limited to, and must be in accordance with, Article 9 of these Articles of Association
Article 11 Audit of accounts
- The Board is obliged to keep records of the resources and assets of the VNT.
- The Board will present an annual report on the course of affairs of the VNT at the General Assembly, no later than one (1) month before the end of the association year.
- The Board will explain the balance sheet and statement of income and expenditure with explanatory notes for approval by the General Assembly.
- The documents referred to in point 2 are signed by all Board members; in the absence of a signature from a Board member, a statement of this will be enclosed about the reason (s) for this.
- The General Assembly appoints a “Cash Commission”, consisting of two members and an alternate member, who are not members of the Board. Members of the Cash Commission are appointed for a term of ONE (1) year. They can only be reappointed once.
- The Cash Commission examines the balance sheet and the statement of income and expenditure and reports thereon to the General Assembly.
- During its investigation, the Board will grant the Cash Commission access to the books and all information it needs and will show the funds and assets of the VNT if necessary.
- Approval by the General Assembly of the annual report and the annual accounts discharges the Board for all events except as shown in the annual accounts.
- The Board is obliged to keep the documents referred to in paragraphs 1 and 2 of this Article for 5 years.
Article 12 Finances
- The financial resources of the VNT include:
- Contributions from members;
- Income from entrance fees;
- Grants, gifts;
- Other income, such as sponsoring
- Members are required annually to pay a membership fee, which is determined by the Board and accepted by the GA.
- They can be divided into categories for which a different rate is paid.
- If the membership is terminated within a year, the contribution remains due for the entire year. There will be no (partial) refund of memberships already paid.
Article 13 Governing bodies of the VNT
- The governing bodies of the VNT are the Board and the GA.
- The opinion expressed by the chairman in a GA on the result of a vote is decisive.
- The same applies to the content of a resolution, insofar as it does not concern a written vote on a proposal.
- If, however, its correctness is disputed immediately after the announcement by the Chairman, a new vote shall be taken at the request of a majority present in the meeting or, if the original vote was not by roll call or by ballot, a person entitled to vote present. This new vote invalidates all legal consequences of the original vote.
- Minutes of the GA are kept by the secretary or by a person designated by the chairman.
- These minutes are approved and signed by the chairman and secretary of the meeting at the same or the next General Assembly.
- A decision is void if:
- The resolution is contrary to the law or the constitution unless the law or Articles of Association provide otherwise.
- If a prior act or notification prescribed by law or the Articles of Association is missing.
- Due to conflict with legal or statutory provisions arising from the implementation of the resolution.
- If it is contrary to reasonableness and fairness, as referred to in Article 5, first paragraph.
- Due to conflict with regulations.
- The power to set aside a resolution shall expire one year after the end of the day on which the resolution was published in the minutes of the meeting in which the resolution was taken and sent to the members.
Article 14 Rules & Regulations (HRV)
- By the GA, Rules & Regulations (HRV) are established that regulate all matters not provided for in the Articles of Association, the settlement of which is required by these Articles of Association or the settlement of which is considered desirable by the GA.
- The GA may adopt other regulations.
- The provisions of the HRV may not conflict with the law, nor with the Articles of Association of the VNT.
Article 15 General Assembly (GA)
- All powers that are not conferred by law or the Articles of Association on other bodies of the VNT, rest with the GA of the VNT.
- The GA is held annually no later than 1 month before the end of the Association year. An extraordinary GA will be held whenever the Board deems it necessary.
- The GA is convened by the Board, with due observance of a term of at least fourteen days. The meeting is convened by means of an announcement in the magazine or by a written broadcast to all members, with the simultaneous announcement of the agenda.
- Several members, with a minimum of 20, may request the Board to convene an Extraordinary GA within a period of no more than four weeks after submission of the request.
- If the request is not complied with within fourteen days:
- The applicants may themselves proceed to convene the GA by an announcement in accordance with the preceding paragraph.
- The applicants may then designate others than the Board to chair the meeting and to draw up the minutes.
- The GA is chaired by the chairman of the Board or his deputy. If the chairman and his deputy are unable to attend, another member of the Board will act as chairman.
- The secretary takes minutes of the proceedings of each GA. The minutes are published by email to the attention of members and must be accepted by the next GA.
- The agenda of a GA is determined by the Board and the Rules & Regulations
Article 16 Admission and resolution of the GA
- All members have access to the GA, as well as those invited by the Board
- Members who are suspended will not have access to the GA, unless they have appealed to the GA after a sanction, in which case they are all entitled to attend the GA and to address the GA during the handling of their appeal.
- Each Standard Member entitled to vote has one vote.
- Each Standard Member may authorize another Standard Member aged 18 and older to cast his or her vote by written proxy.
- A non-Board Standard Member can act as a proxy for a maximum of 2 other members.
- The Board or individual Board members can act as a proxy for an unlimited number of other members.
- Unless the chairman indicates otherwise, voting on matters will be oral and votes on persons will be in writing
- All relevant proposals and matters will be decided by a simple majority of the votes cast unless the law or the Articles of Association require otherwise.
- When the voting is stopped, the proposal is deemed to have been rejected.
- When voting on candidates, the candidate is appointed who acquired most of the votes cast. If no one has obtained the majority, a second vote takes place between the candidates who received the highest number of votes cast. The candidate who acquires most of the votes cast in the second vote will be appointed.
Article 17 Amendment
- The Articles of Association can only be amended by resolution of the GA, which was convened together with the declaration that an amendment to the Articles of Association of VNT will be proposed.
- Those who have sent the notice convening the GA to discuss a proposal to amend the Articles of Association must send a copy of the proposed amendment verbatim to all members at least fourteen days before the meeting.
- The provisions of paragraphs 1 and 2 of this Article do not apply if all Standard Members are present or represented at the GA and the resolution to amend the Articles of Association is adopted unanimously.
- A resolution to amend the Articles of Association requires at least two-thirds of the votes cast at a meeting of which at least two-thirds of the Standard Members are present or represented by Standard Members. If 2/3 of the total number of Standard Members is not present or represented, another GA is convened within four weeks, in which the resolution, as discussed in the previous meeting, can be taken by a simple majority, regardless of the number of Standard Members present or represented by Standard Members.
- An amendment will only take effect after the Board has signed the new Articles of Association.
- The Board will send a copy of the amendment and the amended Articles of Association to all members.
Article 18 Dissolution and liquidation
- The provisions of Article 17 Paragraph 1 and Paragraph 2 apply to a decision to dissolve the VNT.
- The VNT is dissolved by a resolution of the GA to that effect, which is approved by at least two-thirds of the votes cast at a meeting where at least three-quarters of the Standard Members are present or represented by Standard Members.
- The notice convening the meetings referred to in this article must state that there will be a proposal to dissolve the VNT during the meeting. The time limit for convening such a meeting must be at least fourteen days.
- The Board members act as liquidators after the resolution to dissolve the VNT.
- After the resolution to dissolve, the General Assembly is authorized to simultaneously dismiss Board members and appoint one or more liquidators.
- When a resolution to dissolve has been taken, the General Assembly will subsequently also appoint one or more custodians to determine the destination of any surplus.
- After dissolution, the VNT will continue to exist to the extent necessary to liquidate its assets. During the liquidation, the provisions of the Articles of Association remain in full force. In documents and communications that come from the VNT, “in liquidation” should be added to the name.
- The books and records of the dissolved VNT must pass through the custodian (s) for ten years after the end of the liquidation.
Article 19 Final provision
The Board decides in all cases not provided for by the Articles of Association or the law.