Below the statutes of IALA in English, approved by the 2nd (after Uppsala) foundation meeting of IALA at the Vrije Universiteit in Amsterdam on the 16th of June 2017, and signed at the notary on the 5th of July 2017.
NAME AND SITTING
- The association shall be known as the International Association of Landscape Archaeology (IALA).
- The association shall have its seat in the municipality of Amsterdam.
- The purpose of the association is: the promotion of scientific exchanges in the field of landscape archaeology, including the promotion of young scientists, as well as the transfer of knowledge to the public.
- It shall endeavour to achieve this objective by, inter alia: a. to promote archaeological research of the landscape in an interdisciplinary and transdisciplinary perspective; b. promote communication between landscape archaeologists from different disciplinary backgrounds and adopt different theoretical and methodological approaches; to promote interdisciplinary education between science and humanities with an emphasis on junior academics and academics and mentors; d. initiating and promoting the biennial Landscape Archaeology Conference (LAC); e. to promote the research and relevance of landscape archaeology in academic and higher education programmes; f. strengthening the link between landscape archaeology, policy-making and the general public; g. exploring various funding opportunities for higher education, for example by organising workshops, special meetings and publication in regular (on-line) publications and in special editions of journals or collected works; h. Funding for young scholars and scientists to enable them to participate in conferences; i. encouraging students to organise small-scale annual workshops in landscape archaeology and publications in the field of landscape archaeology for their doctoral degree; j. Communicate knowledge to the public; k. be involved in the protection and development of landscapes with special archaeological interests; l. contribute to discussions that require interdisciplinary scientific cooperation to promote future sustainable solutions for the planet.
The association was founded for an indefinite period of time.
- The association shall have full members and honorary Where reference is made to a member or members in these Articles of Association or in rules laid down or resolutions passed pursuant to these Articles of Association, this shall include both ordinary members and honorary members, unless expressly provided otherwise or clearly intended otherwise.
- Ordinary members are those who have been nominated as members of the Board by one or more members or have been invited to do so by the Board and have been admitted to the Association as such by the board. In the event of non-admission by the board, the general meeting may still decide on admission.
- Honorary members are those who, on the basis of special merits for the association, have been appointed as such by the general meeting and have accepted their A member who is appointed as an honorary member shall also remain an ordinary member as long as the membership has not ended in accordance with the provisions of Article 6.
Membership is personal and therefore not subject to transfer.
- Membership shall cease: a. by the death of the member; if a legal entity is a member, its membership ends when it ceases to exist; by notice of termination by the member; c. by notice of termination by the association; d. by expulsion.
- Notice of termination of membership by the member may only be given towards the end of a financial year, provided in writing and with due observance of a notice period of at least four If a termination has not taken place in time, the membership shall continue until the end of the next Association year. Nevertheless, immediate termination of the membership by notice of termination is possible: a. if it cannot reasonably be required to allow the membership to continue; within one month after a decision restricting the rights of the members or increasing their obligations has become known or communicated to a member, unless it concerns a change in the financial rights and obligations; c. within one month after a member has been notified of a decision to convert the association into another legal form or to merge.
- Termination of membership by the Association may also only take place towards the end of a financial year, with due observance of a notice period of at least four If a termination has not taken place in time, the membership shall continue until the end of the next Association year. Nevertheless immediate termination of the membership is possible if it cannot reasonably be required to allow the membership to continue. Termination of the membership by the association takes place by the board and can only take place if the association cannot reasonably be required to become a member.
- Expulsion from membership can only be pronounced if a member acts contrary to the articles of association, rules or decisions of the association, such as, among other things, in the event that, despite payment reminders, the annual contribution is not paid or not paid on time or if the member unreasonably prejudices the association.
The disqualification shall be effected by the Board, which shall inform the member concerned of the decision as soon as possible, stating its reasons.
The person concerned is entitled to appeal to the general meeting within one month after receipt of the notification.
The member shall be suspended during the period of appeal and pending the appeal.
The general meeting may only decide to expel a member by a resolution to that effect, taken by a simple majority.
- If the membership ends in the course of an association’s year, the annual contribution shall nevertheless remain payable in full by the member.
- The member may, within one month of being informed or notified of a decision by which the pecuniary obligations of the members have been increased by more than fifty per cent, exclude the applicability of the decision with respect to him by terminating his membership.
- The Board may suspend a member who acts contrary to the Articles of Association, rules or resolutions of the Association or unreasonably harms the Association for a maximum period of six (6) months to be determined by the Board. An appeal against the suspension may be lodged with the General Meeting. The provisions of paragraph 4 concerning “appeal” shall apply mutatis mutandis.
- The resources of the association consist of the annual contributions from ordinary members and donors, inheritances, legacies, donations and other income.
- Each full member shall owe an annual amount at the beginning of the financial year, which amount shall be determined by the general Members may be divided into categories which pay different contributions.
Except where the general meeting expressly provides that the honorary members also have the abovementioned duty of contribution, they shall be exempt from it, even if that honorary member has remained a full member.
- The Board is authorised in special cases to grant full or partial exemption from the obligation to pay a contribution.
- The Board shall consist of at least three natural persons, who shall appoint a chairman, a secretary and a treasurer from among their The positions of secretary and treasurer may also be held by one person. The Board may also grant a director a different title.
- The board members shall be appointed by the general meeting from among the members of the association. The General Meeting may decide that one member of the Board shall be appointed from outside the members. The general meeting shall determine the number of board members.
- The appointment of board members shall be made on the basis of one or more binding nominations, subject to the provisions of paragraph
- Both the Board and ten or more members are authorised to draw up such a nomination. The nomination of the Board shall be announced in the notice convening the meeting. A nomination by ten or more members must be submitted to the Board in writing one week before the meeting.
- Each nomination may be deprived of its binding character by a resolution of the general meeting adopted by at least two-thirds of the votes cast.
- If no nomination has been drawn up or if the general meeting decides in accordance with the previous paragraph to deprive the nominations of their binding character, the general meeting shall be free in its choice.
- If there is more than one binding nomination, the appointment shall be made from those nominations.
- Managing directors may be suspended and dismissed by the general meeting at any time, stating their With regard to suspension or dismissal, the general meeting shall decide by a majority of two-thirds of the votes cast.
- If, in the event of the suspension of a board member, the general meeting has not resolved on his dismissal within three months thereafter, the suspension shall The suspended board member shall be given the opportunity to account for his actions at the general meeting and may be assisted in this by a legal counsel.
- Board members are appointed for a period of four (4) years. In this context, a year is understood to mean the period between two consecutive annual general meetings. The members of the Board shall resign in accordance with a schedule to be drawn up by the Board; a member of the Board who resigns in accordance with the schedule shall be eligible for immediate reappointment. Anyone who is appointed to an interim vacancy shall take up the vacancy at the following address schedule the place of his predecessor.
- Existing vacancies will be filled as soon as possible. Non-permanent board members shall continue to be authorised to sit on the board.
- Directors may not be appointed or directors may not include a director’s spouse, registered partner, cohabitation partner or relatives by blood or marriage up to and including the fourth degree of a If during board membership by marriage, entering into a registered partnership or cohabitation the foregoing provision is violated, the general meeting will have to decide at the next general meeting which of the persons involved will have to resign. The provisions of these articles of association concerning the election of persons by the general meeting shall then apply mutatis mutandis.
- The board is charged with the management of the The board may, until further notice, delegate tasks and powers to a possible executive board.
- Subject to the provisions of paragraph 3 of this article, the board shall also be authorized to decide to enter into agreements to acquire, dispose of or encumber registered property and to enter into agreements whereby the association commits itself as guarantor or joint and several debtor, vouches for a third party or undertakes to provide security for a debt of a third party.
- The board shall require the approval of the general meeting for resolutions to enter into agreements, as described above in paragraph 2. The absence of such approval may be invoked against third parties.
- The board shall also require the approval of the general meeting for resolutions to enter into an agreement: a. Without prejudice to the provisions under entering into legal transactions and making investments not included in the budget, or an amount in excess of that which has been adopted by the general meeting and notified to the board; b. hiring, hiring and in any other way acquiring or granting use or enjoyment of registered property; c. entering into agreements whereby a bank credit is granted to the association; d. the lending of funds, as well as the borrowing of funds, not including the use of a bank credit granted to the association; e. entering into settlements; f. acting in court, including conducting arbitration proceedings,but with the exception of taking precautionary measures and taking those legal measures which cannot be postponed; g. concluding and amending employment contracts.
The absence of such approval cannot be invoked by or against third parties.
- The secretary shall take minutes of the proceedings of each meeting, which shall be adopted at the same or the next board meeting and, as proof thereof, shall be signed by the chairman and the secretary.
- The chairman’s opinion, expressed at the board meeting, on the result of a vote shall be decisive. The same shall apply to the content of a resolution adopted insofar as a vote was taken on a proposal not laid down in writing.
- However, if the correctness of the opinion referred to in the previous paragraph is disputed immediately after it has been pronounced, a new vote shall be taken if the majority of the meeting or, if the original vote was not taken by roll call or in writing, a person present with voting rights so As a result of this new vote, the legal consequences of the original vote shall lapse.
- By means of by-laws, further rules may be laid down concerning the meetings of and the decision-making by the Board.
The Board of Trustees is authorised, under its responsibility, to have certain parts of its tasks performed by committees whose members are appointed and dismissed by the Board of Trustees.
The composition of the committees is announced by the board to the general meeting.
- The board represents the association, unless the law provides otherwise.
- The power of representation also belongs to the chairman together with the secretary or the treasurer, or the secretary together with the treasurer.
- The Board may grant power of attorney to one or more Board members as well as to others to represent the Association within the limits of that power of attorney.
THE GENERAL MEETING
- Admission to the general meeting shall be granted to the members who are not suspended, the board member who is not a member of the association, the honorary members as well as to those who have been invited to do so by the board and/or the general meeting.
A suspended member shall have access to the meeting at which the resolution to suspend is discussed, and shall have the right to speak at that meeting.
- The aforementioned members shall be entitled to vote at the general meeting. Each of them shall have one vote. Anyone who is entitled to vote may give another person entitled to vote a written power of attorney to cast his vote. A person entitled to vote may act as a proxy for a maximum of two persons.
The board member who is not a member of the association has an advisory vote. Honorary members do not have the right to vote if they are not also ordinary members.
- A unanimous resolution of all those who are entitled to vote at the general meeting, even if they are not present at the meeting, has the same force as a resolution of the general meeting, provided it has been taken with the prior knowledge of the board. This does not affect the provisions for an amendment to the articles of association or the dissolution of the association.
- All resolutions in respect of which the law or these Articles of Association do not require a larger majority shall be passed by an absolute majority of the votes cast.
- Blank votes shall be deemed not to have been cast.
- If no one has obtained an absolute majority in an election of persons, a second vote or, in the case of a binding nomination, a second vote between the nominated candidates shall take place. If no one has obtained an absolute majority, further votes shall be taken until either one person has obtained an absolute majority or a vote has been taken between two persons and the votes are equally divided.
In the case of the aforementioned second ballots (not including the second ballot), a vote shall always be taken between the persons who were voted on in the previous ballot, with the exception of the person who received the smallest number of votes in that previous ballot.
If more than one person receives the smallest number of votes in that preceding ballot, lots shall be drawn to determine which of those persons may no longer receive a vote in the new ballot.
In the event of a tie in a vote between two persons, lots shall be drawn to decide which of the two has been elected.
- If the votes are equally divided on a proposal that does not affect the election of persons, it shall be rejected.
- All votes shall be taken orally, unless the chairman considers a written vote to be desirable or one of the persons entitled to vote so requests before the vote.
Voting by ballot shall be by means of unsigned, closed ballot papers.
Decisions may be taken by acclamation, unless a holder of voting rights requests a roll-call vote.
- The general meetings shall be chaired by the chairman or, in his absence, by the oldest board member present. If no board members are present, the meeting itself shall appoint its own chairperson.
- The opinion expressed by the chairman at the general meeting on the result of a vote is decisive.
The same applies to the content of a resolution adopted, insofar as a vote was taken on a proposal not laid down in writing. However, if the correctness of the chairman’s opinion is disputed immediately after it has been pronounced, a new vote shall be taken if the majority of the meeting or, if the original vote was not taken by roll call or in writing, a person present with voting rights so requires. As a result of this new vote, the legal consequences of the original vote shall lapse.
- Minutes shall be kept of the proceedings at the general meeting by the secretary or by a person designated by the chairman. These minutes shall be adopted in the same or in the next general meeting and, as proof thereof, shall be signed by the chairman and the secretary of that meeting.
- The financial year of the association shall be equal to the calendar year.
At least one general meeting shall be held each year within six months of the end of the financial year, unless the general meeting extends this period by a maximum of four months. At this general meeting, the board shall issue its management report on the state of affairs of the association and on the policy pursued. It shall submit the balance sheet and the statement of income and expenditure, together with explanatory notes, to the meeting for approval.
These documents shall be signed by the members of the Board; if the signature of one or more of them is lacking, this shall be stated, stating the reasons.
This meeting shall also deal with the discharge of the members of the Board of Directors from liability in respect of the policy and management pursued by them in the financial year in question. The managing board shall also draw up a budget for the following year, which shall also be submitted to the general meeting for approval.
- An auditor’s report as referred to in Article 2:393(1) of the Articles of Association shall not be submitted to the general meeting regarding the fairness of the documents referred to in the preceding paragraph.
If a member of the Board of Directors is a member of the Board of Directors, the General Meeting shall appoint, on an annual basis, a committee of at least two members, who may not be members of the Board of Directors. The mandate of the committee may be revoked at any time by the general meeting, but only by the appointment of another committee.
- The board shall send the documents referred to in paragraph 1 to the committee at least one month before the day on which the general meeting at which they are to be discussed will be The committee shall examine these documents and report its findings to the general meeting.
- The board shall be obliged to provide the committee with all the information requested by it for the purpose of its investigation, to show it the cash and the values if so desired, and to allow it to inspect the books, documents and other data carriers of the association.
- If, in the opinion of the committee, this investigation requires special accounting knowledge, it may be assisted by an expert at the expense of the association.
- In addition to the general meeting referred to in the previous article, general meetings shall be convened by the board as often as it deems desirable.
- At the written request of at least such a number of members as is authorised to cast one-tenth of the votes in a plenary General Meeting, the Board shall be obliged to convene a General Meeting at a time no longer than four weeks after the submission of the request.
If the request is not complied with within fourteen days, the petitioners may convene the general meeting themselves. The petitioners may then entrust persons other than board members with the conduct of the meeting and the drawing up of the minutes.
- The general meeting shall be convened by means of an advertisement in at least one of the venues where the association has its registered office, by means of a widely read daily newspaper or by means of a written notification to the persons entitled to If a member agrees, the aforesaid convocation may be effected by a legible and reproducible message sent by electronic means to the address that the member has provided for this purpose [Section 2:41 of the Dutch Civil Code].
The notice period shall be at least seven days.
The convening notice shall state the subjects to be discussed, without prejudice to the provisions concerning amendment of the articles of association and dissolution of the association.
- If the general meeting is convened within a period shorter than the prescribed period, the general meeting may nevertheless pass legally valid resolutions, unless the number of persons present that is entitled to cast one-tenth of the votes at that meeting opposes this.
b. The provisions of paragraph 4. a. shall not apply to a resolution to amend the articles of association or to dissolve the association.
AMENDMENT OF THE ARTICLES OF ASSOCIATION
- The articles of association may only be amended by a resolution of the general meeting, which has been convened with the announcement that an amendment of the articles of association will be proposed there.
- Those who have convened the general meeting to consider a proposal to amend the articles of association must, at least five days before the day of the meeting, make a copy of that proposal, containing the proposed amendment verbatim, available for inspection by the members in a place suitable for that purpose until after the day on which the meeting was held.
- A resolution to amend the articles of association can only be passed by the general meeting by a majority of at least two-thirds of the number of votes cast at a meeting at which at least half of the members are present and/or If not half of the members are present and/or represented, a second meeting shall then be convened, to be held at least fourteen and no later than thirty days after the first meeting at which a resolution can be passed on the proposal as it was discussed at the previous meeting, irrespective of the number of members present or represented, provided that a majority of at least two-thirds of the votes cast is obtained.
If the amendment of the articles of association concerns the amendment of article 2 of the articles of association (purpose), the general meeting can only pass a resolution by a majority of at least three-fourths of the votes cast.
- The amendment to the articles of association shall not enter into force until a notarial deed has been drawn up to that effect. Each of the members of the Board shall be entitled to have the deed of amendment of the Articles of Association executed.
- The provisions of paragraphs 1 and 2 of this article shall not apply if all persons entitled to vote are present or represented at the general meeting and the decision to amend the articles of association is taken unanimously.
- The members of the Board are obliged to deposit an authentic copy of the deed of amendment of the Articles of Association and a full and continuous text of the Articles of Association, as they read after the amendment, at the office of the relevant register kept by the Chamber of Commerce and Industry.
DISSOLUTION AND LIQUIDATION
- The provisions of Article 16(1), (2), (3) and (5) shall apply mutatis mutandis to a resolution of the general meeting to dissolve the association.
- In its resolution referred to in the previous paragraph, the general meeting shall determine the purpose for which the surplus is to be used, as far as possible in accordance with the purpose of the association.
- The liquidation shall be carried out by the Board.
- After the dissolution, the association will continue to exist to the extent that this is necessary to liquidate its assets. During the liquidation, the provisions of the articles of association will remain in force as much as possible.
In documents and announcements issued by the association, the words “in liquidation” must be added to its name.
- The association shall cease to exist on the date on which there are no longer any assets known to it or to the liquidator(s). The liquidator(s) shall report the termination to the register referred to in paragraph 6 of Article 16.
- The books, documents and other data carriers of the dissolved association must be kept for ten years after the end of the liquidation. The Custodian is the one designated as such by the liquidators.
- The general meeting may adopt and amend one or more of the rules governing matters not or not fully provided for in these articles of association.
- A set of rules may not contain any provisions that are contrary to the law or to these Articles of Association.
- The provisions of Article 16, paragraphs 1, 2 and 5 shall apply mutatis mutandis to resolutions to adopt and to amend a set of rules.
The board can set up and dissolve an advisory board, which consists of the various (groups of) parties involved in the work of the association.
This board is not a supervisory board, but may, on request or otherwise, give advice to the board.
The members of the advisory board are appointed, suspended and dismissed by the board.
The manner of the aforementioned institution, the dissolution and working method of the Advisory Board and the appointment, suspension and dismissal of its members shall be laid down in the regulations.
- Without prejudice to the provisions of the articles of association concerning expulsion, the board may unreasonably disadvantage a member who acts in violation of the articles of association, rules or resolutions of the bodies of the association or the association: a. suspend for a maximum period of six (6) months, to be determined by the Board, during which period the rights of the person concerned vis-à-vis the Association cannot be exercised; b. impose a disciplinary penalty of a maximum of the annual contribution; c. reprimand.
In addition, the Board may impose any fine imposed by the association in question, if it is associated with it, on the person in question in connection with an act by the member as a punishment.
- The Board will inform the member concerned as soon as possible of the disciplinary measure referred to above, stating the reasons. The person concerned is entitled to lodge an appeal with the General Meeting within one month of receipt of the notification.
- The general meeting may set up a disciplinary committee which, instead of the board, shall be charged with the disciplinary proceedings referred to in this The composition, powers and working methods of the committee and the procedure may be laid down in more detail in disciplinary regulations.
- The person concerned may be assisted by a counsel both in the proceedings of the board or the disciplinary committee, as the case may be, and in the proceedings of the general meeting, if he or she is heard, whether or not at his or her request.
FREEDOM OF MOVEMENT
In order to facilitate the recruitment and retention of a director for the association, the following applies, unless expressly agreed otherwise with the director concerned:
- Insofar as the law does not provide otherwise, members of the board and former members of the board are remunerated: a. the reasonable costs of defending against claims due to acts or omissions in the performance of their duties or of any other function as a board member which they fulfil or have fulfilled at the request of the association; b. any damages or penalties which they owe for any of the acts or omissions referred to under above; and c. any settlements which they make with the prior written approval of the Association in connection with any of the acts or omissions referred to under a. above; All this without prejudice to the provisions below.
- The association shall also compensate the board members and former board members in addition to the above provisions:
a. the statutory interest due on any amount to be reimbursed to a third party,
b. the legal costs which the board member is obliged to pay,
c. fines imposed by authorities, to the extent that their reimbursement is permitted by law, and legal costs incurred in defending them, provided that such costs are reasonable and proportionate to the interest of the following the procedure;
This is without prejudice to the following provisions.
- The association will indemnify the board member for the reasonable costs and necessary costs associated with instructing an external public relations expert to deal with reputational damage of the Board member by means of a procedure, investigation or declaration of liability as covered by this provision, without prejudice to the provisions set out below.
- To the extent necessary, this indemnification shall also benefit the heirs of board members and former board members, without prejudice to the following provisions.
- Should the Association hold the Board member or former Board member liable for damage suffered by the Association as a result of any act or omission of the Board member, the Association shall also reimburse the reasonable costs of conducting the defence of the Board member, all this without prejudice to the following. certain.
After a judgment which has the force of res judicata has established that the person concerned is liable to the association, the person concerned shall be obliged to repay the amount thus paid by the association. Before payment is made by the association, the association may require security in the event that the person concerned appears to be liable for reimbursement.
- A person concerned shall not be entitled to the compensation referred to above in this article if and to the extent that this is the case:
a. a Dutch court has ruled in a final and conclusive decision that the act or omission of the person concerned can be characterised as intentional, deliberately reckless or severely culpable, unless the law provides otherwise or this would be unacceptable in the given circumstances according to standards of reasonableness and fairness; b. or the insured person’s costs or capital loss are covered by insurance and the insurer has paid those costs or capital The association may take out liability insurance for the benefit of the persons concerned.